Business NAQ Document

BUSINESS NAQ DOCUMENT

This Business NAQ Document (the "Agreement") is entered into as of Effective Date: , by and between Client Name: , a business organized as Entity Type: Corporation LLC Other and Service Provider Name: , a business organized as Corporation LLC Other.

RECITALS

WHEREAS, Client requires certain business analysis, qualification, and advisory services commonly referred to as a NAQ (Needs Assessment and Qualification) to evaluate market fit, vendor qualification, and operational readiness; and

WHEREAS, Service Provider represents that it has the experience, expertise and resources necessary to perform the NAQ services described herein and is willing to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the tasks described above in a professional manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be detailed in the Description of Services or in statements of work incorporated under this Agreement.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

Client is responsible for all applicable taxes and duties arising from payments under this Agreement unless a valid exemption documentation is provided.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure without restriction, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except for one archival copy retained solely for legal or compliance purposes.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement 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 of its assets or stock.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

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