Business Issues Document

BUSINESS ISSUES DOCUMENT

Client Name:

Other Party:

RECITALS

WHEREAS, Client Name is engaged in the business of providing goods and services and requires assistance identifying, documenting, and resolving current operational, financial, regulatory, or contractual issues; and

WHEREAS, Other Party has expertise and will perform the analysis and advisory services described in this document on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

PRIORITY AND ACTIONS

Priority Level: Critical High Medium Low

PAYMENT TERMS

Fee Amount: $

Late Payment Fee: (applies to overdue amounts unpaid after stated due date)

Invoices Delivered To:

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

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

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that by its nature should reasonably be understood to be confidential, including business plans, financial data, customer lists, and trade secrets.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of performing this Agreement, and (c) restrict disclosure to its employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The receiving party shall exercise no less than reasonable care to prevent unauthorized use or disclosure.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party provides prompt written notice and cooperates to limit the disclosure.

Survival: The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for incidental, special, punitive, or consequential damages.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in a commercially reasonable forum selected by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached statements of work or exhibits 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 and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by recognized overnight courier to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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