Business Market Selection Document

Business Market Selection Document

Client Name:   Address:

Provider Name:   Address:

Recitals

WHEREAS, Provider has expertise in identifying, evaluating and prioritizing commercial markets, distribution channels and customer segments for business expansion; and

WHEREAS, Client desires to retain Provider to prepare a formal selection of target markets and related recommendations, and Provider agrees to perform such services under the terms set forth in this document; and

WHEREAS, the parties intend that the selections and procedures described below shall govern Client's prioritization and allocation of resources for the defined term.

Scope of Work

Deliverables will include a prioritized market list, target segment profiles, recommended entry or expansion strategies, and a timeline for first-phase actions. Provider will use commercially reasonable efforts to consult with Client and to revise recommendations based on Client feedback.

Market Selection - Criteria and Choices

Selection Criteria (weightings assigned by Client): Strategic fit , Market size , Competitive intensity , Ease of entry .

North America    Priority:

Europe    Priority:

Asia-Pacific    Priority:

Latin America    Priority:

Other markets:

Payment Terms

Late Payment: Client shall pay interest on overdue amounts at a rate of , calculated monthly and compounded, plus any reasonable collection costs incurred by Provider.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for services rendered and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that Confidential Information disclosed by the other party is proprietary and confidential. Confidential Information includes business plans, financials, customer lists, pricing, trade secrets and any analysis or materials that derive from such information. The receiving party shall (a) use the Confidential Information solely to perform its obligations under this Agreement, (b) restrict access to employees, contractors and advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein, and (c) not disclose Confidential Information to third parties without prior written consent. Confidentiality obligations do not apply to information that is or becomes publicly available other than through breach, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Representations, Warranties and Authority

Each party represents and warrants that it has full power and authority to enter into and perform under this Agreement and that the person executing this Agreement on its behalf is duly authorized to bind such party. Provider warrants that services will be performed with reasonable care and skill in accordance with generally accepted industry practices.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Liability: Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, and the aggregate liability of either party for any claim shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

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