Business Imagination Document

BUSINESS IMAGINATION DOCUMENT

Parties

Corporation LLC Individual/Sole Proprietor

Recitals

WHEREAS, Provider is engaged in the business of developing conceptual business frameworks, creative strategies, and prototype concepts intended to stimulate new product, service, or marketplace opportunities;

WHEREAS, Client desires to obtain from Provider certain creative and consultative services to generate, refine, and document imaginative business concepts and related deliverables as set forth herein; and

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions contained in this Agreement.

Scope of Work

Deliverables shall include concept briefs, annotated prototypes, strategic roadmaps, and a final imagination report. Provider shall perform the services with reasonable skill and care consistent with industry standards.

Payment Terms

Invoices are due within days of receipt. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the greater of the rate set forth above or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made by Provider in performance of the Services.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) use such Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property

Except as expressly provided below, Provider retains all right, title and interest in and to Provider's pre-existing materials, methodologies, and tools. Unless otherwise agreed in writing, deliverables specifically created for Client under this Agreement shall be owned by Client upon full payment, provided that Provider shall retain a perpetual, royalty-free, non-exclusive license to use underlying techniques, know-how and general concepts for any purpose.

Warranties; Liability

Provider warrants that it will perform services with commercially reasonable skill and diligence. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the parties cannot resolve the dispute within forty-five (45) days, either party may pursue any remedy available under applicable law.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship.

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