Business Issue Template

BUSINESS ISSUE TEMPLATE

This Business Issue Template (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client has identified an operational, financial, or strategic issue (the "Issue") requiring evaluation, remediation planning, or other professional services; and

WHEREAS, Provider has the experience and capacity to investigate, document, and propose corrective measures with respect to the Issue; and

WHEREAS, the parties desire to set forth the scope, compensation, schedule and other terms under which Provider will address the Issue.

SCOPE OF WORK

Provider shall perform the services described above with reasonable skill and in a timely manner consistent with industry standards. Any material changes to scope shall be documented in a written change order signed by both parties, which shall specify adjustments to schedule and compensation.

PAYMENT TERMS

Total Fee: $ . Provider shall invoice Client in accordance with the agreed schedule below.

Deposit (if any): $ . Invoices are due within days of invoice date. Client shall pay undisputed amounts in full by the due date.

Late Payment: Past-due amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Additionally, Client will be responsible for reasonable collection costs, including attorneys' fees, for amounts not timely paid.

Taxes and Expenses: Fees exclude taxes and third-party expenses unless expressly stated. Client shall reimburse Provider for pre-approved out-of-pocket expenses upon presentation of documentation.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client all work product for which Client has paid, subject to Provider's right to retain copies for its records.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except to permitted representatives who need access to perform obligations under this Agreement, and (c) not use Confidential Information except to perform under this Agreement.

Exceptions: Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iii) required to be disclosed by law, provided the receiving party provides prompt written notice to the disclosing party to enable a protective order or other remedy.

GOVERNING LAW; DISPUTE RESOLUTION

The parties agree that the substantive law of the specified governing jurisdiction will govern any dispute arising out of or relating to this Agreement, without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes by negotiation between senior representatives; if unresolved within forty-five (45) days, either party may pursue any available remedies in the courts of the governing jurisdiction.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Assignment: Neither party shall assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets, provided the assignee assumes all obligations herein.

Entire Agreement: This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

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