Business MGM Document

BUSINESS MGM DOCUMENT

This Business Management Agreement (the "Agreement") is made and entered into as of by and between:

Company Name:    Address:

Service Provider Name:    Address:

WHEREAS

WHEREAS, Company engages in business activities that require professional management, operational oversight, and strategic planning to improve efficiency and profitability; and

WHEREAS, Service Provider has the expertise, personnel, and resources to provide management, consulting, and ancillary services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform management and consulting services, including but not limited to operational assessment, organizational design, strategic planning, performance monitoring, vendor coordination, and implementation oversight. Specific deliverables, milestones, and responsibilities are described below and may be further detailed in attachments incorporated herein.

PAYMENT TERMS

As consideration for the Services, Company shall pay Service Provider in accordance with the following terms.

Any undisputed amount not paid within days of its due date shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if less), plus all reasonable costs of collection.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date and continue for the Term specified below unless earlier terminated in accordance with this section.

Commencement Date:

Termination Date:

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for the notice period specified above. Either party may terminate without cause upon providing the notice specified above. Termination shall not relieve Company of its obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party.

The receiving party shall (i) use Confidential Information only for the purposes of performing its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) employ at least reasonable care to protect Confidential Information from unauthorized use or disclosure. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify destruction if requested.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to its subject matter. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally, by nationally recognized overnight courier, or by certified mail to the addresses set forth below or to such other address as a party may specify in writing.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, such holding shall not affect the remaining provisions, which shall remain in full force and effect.

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