Business LEAA Agreement

Business LEAA Agreement

This Business Limited Engagement and Advisory Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client desires to obtain limited advisory and consulting services related to business operations, strategy, and implementation (the "Services"); and

WHEREAS, Service Provider has the experience and qualifications to provide such Services on the terms set forth herein and is willing to perform the Services for Client; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Service Provider agree as follows:

1. Scope of Work

Service Provider shall provide advisory services as set forth below. The scope may include strategy development, process review, deliverable preparation, and participation in meetings. Specific tasks, deliverables and timelines are described in the following field and constitute the primary obligations of Service Provider.

2. Payment Terms

Client shall pay Service Provider the fees and reimbursements described below in exchange for satisfactory performance of the Services.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client is responsible for all reasonable, documented out-of-pocket expenses incurred by Service Provider in connection with performance, provided such expenses are pre-approved by Client in writing.

3. Term; Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third parties except as permitted herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the other party's Confidential Information. Upon termination or expiration of this Agreement, each party shall promptly return or destroy the Confidential Information of the other, except to the extent retention is required by law or retained copies are maintained in encrypted archival backups.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. To the extent Service Provider incorporates pre-existing materials, Service Provider grants Client a non-exclusive license to such pre-existing materials solely as incorporated in the deliverables. Service Provider retains ownership of its tools, methodologies, know-how, and other intellectual property developed independently of this Agreement.

6. Representations; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. 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 in good faith to resolve disputes arising under this Agreement by negotiation. If the parties cannot resolve a dispute by negotiation within forty-five (45) days, either party may pursue any available legal or equitable remedies.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Notices required or permitted under this Agreement shall be given in writing to the addresses set forth above or such other address as a party may specify in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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