Business Journey Template

Business Journey Template

This Business Journey Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: (each a Party and collectively the Parties), effective as of Effective Date: .

WHEREAS

WHEREAS, Client Name: seeks advisory, planning, and implementation services to define and execute a business development journey designed to achieve specified growth objectives; and

WHEREAS, Service Provider Name: has professional expertise, personnel and resources to provide such services under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Provider will perform the services described below and deliver the associated deliverables in accordance with the agreed schedule and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client agrees to pay Provider the fees and reimbursements set forth below in exchange for the Services and Deliverables.

Reimbursable expenses: Provider will be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance, subject to submission of receipts and Client's reimbursement policy.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement upon Notice Period (days): days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate upon material breach by the other if such breach remains uncured after Cure Period (days): days following written notice specifying the breach. Upon termination, Client will pay Provider for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. Confidential Information means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential.

Obligation: Receiving Party shall (a) keep Confidential Information in strict confidence, (b) not use Confidential Information except to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other Party’s Confidential Information, or (iv) required to be disclosed by law (provided the Disclosing Party is given prompt notice where legally permitted).

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing tools, methodologies, and templates. Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes upon full payment of fees.

Assignment: Provider may retain copies of deliverables for records; neither Party shall transfer or assign its rights under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither Party will be liable to the other for special, incidental, consequential or punitive damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement will not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction: without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral. Any modification must be in a written instrument signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices: All notices shall be in writing and delivered to the addresses set forth above. Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

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