Business Intervention Plan

Business Intervention Plan

This Business Intervention Plan (the "Plan") is made effective as of by and between:

RECITALS

WHEREAS, Client operates a business and requires targeted operational, financial, or managerial intervention to remediate identified performance issues, improve profitability, or execute a turnaround; and

WHEREAS, Consultant possesses expertise and resources to analyze operations, implement corrective measures, and monitor post-intervention performance; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and key contractual terms governing the intervention engagement.

SCOPE OF WORK

Consultant will perform the tasks set forth below and such ancillary tasks as reasonably necessary to achieve the objectives described. The Plan will include diagnosis, recommended actions, implementation support, and monitoring.

PAYMENT TERMS

Client shall pay Consultant fees as compensation for services performed under this Plan in accordance with the following provisions.

All fees are exclusive of applicable taxes and out-of-pocket expenses. Consultant shall invoice Client in accordance with the payment schedule. Invoices unpaid after the stated due date shall accrue interest at the rate set forth above and Consultant may suspend services if payments are more than thirty (30) days past due, provided Consultant gives five (5) days' prior written notice and an opportunity to cure.

TERM AND TERMINATION

This Plan shall commence on and remain in effect until unless earlier terminated in accordance with this section.

Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective date of termination. Termination shall not release either party from obligations accrued prior to termination, including confidentiality and indemnity obligations.

CONFIDENTIALITY

Each party acknowledges that during the course of the engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked or reasonably understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Plan; and (c) not disclose Confidential Information except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Plan. Confidential Information shall not include information that is publicly known, independently developed, or rightfully received from a third party without restriction.

Upon termination or upon written request, the receiving party shall promptly return or certify destruction of the disclosing party's Confidential Information, except that Consultant may retain one archival copy to the extent required by law or for archival purposes.

Return all Confidential Materials to disclosing party

Destroy all Confidential Materials and certify destruction in writing

GOVERNING LAW; DISPUTE RESOLUTION

This Plan shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation between senior representatives prior to commencing litigation. Nothing in this clause prevents either party from seeking injunctive relief in a court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Plan, including any schedules or attachments 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, understandings and communications, whether written or oral. Any amendment or modification of this Plan shall be effective only if in writing signed by authorized representatives of both parties.

INDEMNITY; LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from liabilities, losses or damages arising from the indemnifying party's gross negligence or willful misconduct in connection with this Plan. Except for liability resulting from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability under this Plan shall exceed the total fees paid under this Plan during the twelve (12) month period prior to the claim.

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