Business Management Packet

Business Management Packet

Parties and Recitals

This Business Management Packet is entered into between Client Name: and Service Provider Name: (collectively the "Parties").

WHEREAS, Client seeks professional management, operational oversight, and advisory services to improve business operations, financial controls, and strategic planning; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, and resources to provide such management and advisory services under the terms set forth in this Packet; and

WHEREAS, the Parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and other material terms governing the engagement.

Contact & Administrative Information

Scope of Work

Service Provider shall perform the services described below. The Parties acknowledge that the obligations described constitute the core engagement deliverables; additional tasks must be agreed in writing and documented as an addendum.

Payment Terms

Client agrees to compensate Service Provider in accordance with the following terms. Fees are exclusive of any applicable taxes unless otherwise indicated.

Invoices are due as set forth in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in Late Payment Fee. Client shall be responsible for reasonable costs of collection, including attorney fees, for collection of delinquent invoices.

Term and Termination

This engagement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Packet.

Either Party may terminate for convenience upon written notice to the other Party no fewer than days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach or for insolvency or cessation of operations.

Confidentiality

Each Party shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other Party (Confidential Information). Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Packet; (b) was known to the receiving Party prior to disclosure; (c) is received from a third party free of any confidentiality obligation; or (d) is independently developed without reference to the disclosing Party's Confidential Information.

The receiving Party will use Confidential Information solely to perform its obligations hereunder and will not disclose it except to those employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein. Required disclosures by law or court order shall be permitted only after the receiving Party gives prompt written notice to the disclosing Party and cooperates in any reasonable attempt to limit disclosure.

Indemnification and Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or breach of its obligations under this Packet. The indemnified Party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability arising out of or related to this Packet shall exceed the total fees paid by Client to Service Provider under this Packet during the twelve (12) month period preceding the claim.

Reporting; Records; Expenses

Amendments; Assignment

This Packet may not be amended except by a written instrument signed by authorized representatives of both Parties. Neither Party may assign its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a sale of substantially all its assets or a transfer of control.

Notices

All notices required or permitted under this Packet shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice. Notices shall be effective upon receipt.

Governing Law; Dispute Resolution

This Packet 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 amicably; if unresolved, disputes shall be resolved by binding arbitration or litigation as mutually agreed in writing.

Entire Agreement

This Packet, together with any written attachments or addenda 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, proposals, negotiations and communications, whether written or oral.

Miscellaneous Provisions

Headings are for convenience only and shall not affect interpretation. If any provision is held invalid, the remaining provisions shall remain in full force. No waiver of any right shall be effective unless in writing and signed by the waiving Party.

Acknowledgment

The undersigned represent and warrant that they are duly authorized to execute this Packet on behalf of the Party they represent and that their execution obligates such Party in accordance with the terms contained herein.

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