Business Modified Plan

BUSINESS MODIFIED PLAN

Effective Date:

RECITALS

WHEREAS, Plan Provider operates a business that develops, implements, and manages business plans, programs, and operational modifications and offers advisory services to commercial clients; and

WHEREAS, Client desires to engage Plan Provider to prepare and implement a modified business plan (the Plan) to alter Client's existing business operations, and Plan Provider has agreed to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Business Modified Plan to memorialize the scope, schedule, payment, confidentiality, and other terms governing the Plan.

SCOPE OF WORK

Plan Provider shall perform the services described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work must be documented in a written amendment signed by both parties. Deliverables, milestones, and acceptance criteria shall be set forth in the Scope of Work or subsequent signed amendment.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client will pay Plan Provider the Total Fee in accordance with the Payment Schedule. Unless otherwise set forth in the Payment Schedule, invoices are due within thirty (30) days of invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if less), calculated from the date payment was due until paid in full. Client shall also reimburse Plan Provider for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

This Business Modified Plan shall commence on and, unless earlier terminated in accordance with this section, shall continue until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches a material provision of this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning Payment, Confidentiality, Governing Law, and Entire Agreement shall survive termination.

If checked, this Agreement will automatically renew for successive periods of unless either party provides the required notice prior to the expiration of the then-current term.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, financial information, customer lists, trade secrets, and technical data. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or by a court of competent jurisdiction, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any reasonable effort to limit or contest such disclosure.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, understandings, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Plan Provider may assign its rights to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

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