Business Model Services Agreement

BUSINESS MODEL SERVICES AGREEMENT

This Business Model Services Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client seeks professional services to develop, refine, and document a commercial business model, including revenue streams, cost structure, customer segmentation, and go-to-market strategy; and

WHEREAS, Service Provider has experience and expertise in business model design, financial modeling, and commercial strategy and is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and other provisions governing the relationship.

1. SCOPE OF WORK

Service Provider shall provide professional services to Client as described below. The services shall include the analysis, design, documentation, and advisory activities necessary to produce a business model deliverable and may include financial projections, pricing models, channel strategy, and implementation recommendations.

2. PAYMENT TERMS

In consideration of the services performed by Service Provider, Client shall pay fees as set forth below. Unless otherwise agreed in writing, all fees are exclusive of taxes and reimbursable expenses.

If any payment due under this Agreement is not received by Service Provider within days after the applicable due date, Client shall pay interest on the overdue amount at the rate of percent per month, or the maximum rate permitted by law, whichever is less.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Section, shall continue until the Completion Date.

Start Date:    Completion / End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice in the event of a material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information disclosed by the other party, except to its employees, agents, or contractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall include non-public business plans, financial information, pricing, customer lists, and technical data.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the scope of disclosure is limited to the extent legally permitted.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client’s internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and any methodologies, templates, or tools used or developed in connection with performing services, provided that Client is granted the license stated above to the extent incorporated into the deliverables.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

7. 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.

8. ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

10. MISCELLANEOUS

Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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