Business Intuition Template

Business Intuition Template

Parties and Effective Date

This Business Intuition Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, the Service Provider possesses expertise and business insight relating to strategy, market analysis, and operational improvement (collectively, the Services); and

WHEREAS, the Client desires to engage the Service Provider to provide the Services described in this Agreement and the Service Provider agrees to provide such Services under the terms set forth herein;

WHEREAS, the parties intend that the Services and any resulting deliverables be performed and accepted in accordance with the scope, schedule and payment terms set forth below.

Scope of Work

The Service Provider shall perform professional services as described below. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work.

Payment Terms

The Client shall pay the Service Provider the fees and expenses described below in return for the performance of the Scope of Work. Invoicing, payment schedule, and remedies for late payment are specified herein.

All amounts are due net within the payment terms set forth in the invoice. The Client shall reimburse the Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in the performance of the Services.

Term and Termination

This Agreement commences on Start Date: and expires on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve the Client of liability for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required for performance and subject to confidentiality obligations no less protective than those contained herein.

Exceptions to Confidential Information include information that: (i) is or becomes publicly available without breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and, where lawful and practicable, an opportunity to seek protective treatment.

Independent Contractor; Intellectual Property

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship. Unless otherwise expressly agreed in writing, the Service Provider retains ownership of pre-existing intellectual property and methodologies. Deliverables specifically paid for under this Agreement shall be owned by the Client upon full payment, subject to any licenses retained by the Service Provider and any third-party rights.

Representations and Warranties; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. The Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, ALL WARRANTIES ARE DISCLAIMED. Neither party shall be liable for consequential, incidental, punitive or special damages, and liability for any claim arising under this Agreement shall be limited to direct damages up to the amount paid by the Client to the Service Provider under this Agreement in the twelve months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Governing Law jurisdiction selected above, without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as the parties may agree in writing in advance.

Entire Agreement and Amendment

This Agreement, including all attachments and scopes of work incorporated by reference, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior negotiations, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing, and shall be deemed given when received by hand delivery, overnight courier, or confirmed electronic transmission.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be insufficient to remedy a breach and that equitable relief may be sought in addition to other remedies.

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