Business LifeQ Document

BUSINESS LIFEQ DOCUMENT

Parties

This Business LifeQ Document (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client seeks to engage Service Provider to provide business assessment, strategy and implementation services collectively referred to in this Agreement as the Services; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to perform the Services in accordance with the terms and conditions set forth below; and

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

Scope of Work

Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with prevailing industry standards and shall provide periodic progress reports to Client as reasonably requested.

Payment Terms

Invoices will be issued by Service Provider in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. All amounts are payable in lawful currency. Late payments shall incur a late fee equal to the greater of per month on the overdue amount or a fixed fee of .

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until End Date: 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 if such breach is not cured within 15 days after written notice of breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to its employees, agents and contractors with a need to know and who are bound by confidentiality obligations no less restrictive than this Agreement; and (c) take commercially reasonable measures to protect the confidentiality of such information.

The obligations in this Section shall continue for a period of months following termination or expiration of this Agreement, except that trade secrets shall remain confidential for so long as they meet the legal definition of a trade secret.

Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, all deliverables created specifically for Client under this Agreement (Work Product) shall be deemed "works made for hire" and ownership shall vest in Client upon full payment. Service Provider retains ownership of its pre-existing intellectual property and tools; Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to the extent necessary to use the Work Product.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state.

Entire Agreement; Amendments

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

Miscellaneous

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 either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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