Business Next Step

BUSINESS NEXT STEP

This Business Next Step Agreement ("Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing professional services, project planning, and advisory services as described herein; and

WHEREAS, Party B desires to engage Party A to perform the next-step business services and related deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other material provisions governing their relationship with clarity and finality.

Scope of Work

Party A shall perform the services and deliverables described below. All work shall be performed in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

In consideration for the services performed under this Agreement, Party B shall pay Party A the fees and expenses set forth below. Fees shall be due and payable as invoiced in accordance with the payment schedule.

Invoices are due within days of invoice. If payment is not received when due, Party B shall pay late charges equal to the lesser of (a) per month (annualized) or (b) the maximum amount permitted by applicable law, together with all reasonable collection costs and attorneys' fees.

Reimbursable expenses (travel, materials, third-party fees) must be pre-approved in writing. Party A will invoice actual, documented expenses and Party B will remit payment in accordance with invoice terms.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach which remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to termination, including payment for services performed and reimbursable expenses.

Confidentiality

"Confidential Information" means non-public, proprietary or business information disclosed by one party (Disclosing Party) to the other (Receiving Party) either orally or in writing and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

The Receiving Party shall (a) use the Disclosing Party's Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of the Confidential Information to employees, contractors or agents with a need to know and who are bound to confidentiality obligations at least as protective as those contained herein, and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care. These obligations shall survive termination of this Agreement for a period of months.

Representations and Warranties; Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Party A warrants that services will be performed in a workmanlike and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the competent courts in that jurisdiction for disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

Miscellaneous

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

Notices shall be delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Agreement. Any notice is effective upon receipt.

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