Business Informative Memo

Business Informative Memo

This Business Informative Memo and Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . The parties hereby set forth the terms under which the Provider will perform the services described below and the Client will accept and compensate those services in accordance with the Payment Terms.

WHEREAS

WHEREAS, the Client seeks professional services and information regarding: to support the Client's business operations and strategic decisions;

WHEREAS, the Provider represents that it has the experience, personnel, and resources necessary to deliver the requested analysis, reporting, and recommendations in a commercially reasonable manner and in accordance with industry practice;

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality, and governing terms in writing to avoid misunderstandings and to memorialize the informational nature of the deliverables;

Scope of Work

Deliverables shall be provided in the format and on the schedule agreed herein. Unless otherwise specified in the Scope, informational deliverables are for the Client's internal use only and are not intended to establish legal advice or an audit opinion. The Provider will use reasonable professional care in performing the services and preparing deliverables.

Payment Terms

All payments are due within the schedule set forth above. Any amounts not paid when due shall accrue interest at the rate specified in the Late Fee field, or if no rate is specified, at a rate of 1.5% per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. The Client shall be responsible for reasonable collection costs, including attorney fees, incurred by the Provider in enforcing payment.

Term and Termination

Term commencement date: . Anticipated completion or termination date: .

Either party may terminate this Agreement for convenience upon prior written notice per the Notice Period. Either party may terminate immediately for material breach that is not cured within fourteen (14) calendar days after receipt of written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, trade secrets, and technical know-how.

The receiving party shall (a) protect the confidentiality of the disclosing party's Confidential Information with the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants, or agents who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of from the date of disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates reasonably in any effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses provided above or to such other address as a party may designate in writing.

Authority and Acceptance

Each party warrants that the individual signing below has the authority to bind the party to the terms of this Agreement. By signing below, the parties acknowledge receipt of this Business Informative Memo and Agreement and accept the terms set forth herein.

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