Business Operation Breakthrough

BUSINESS OPERATION BREAKTHROUGH

Parties

Company Name:    Principal Place of Business:

Corporation   LLC   Individual/Sole Proprietor

Service Provider Name:    Principal Place of Business:

Corporation   LLC   Individual/Sole Proprietor

Recitals

WHEREAS, Company Name: seeks to analyze, redesign and optimize key business operations to increase efficiency, reduce waste and improve profitability; and

WHEREAS, Service Provider Name: possesses expertise in operational analysis, process redesign and implementation services and is willing to provide such services under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

Scope of Work

Deliverables shall include detailed process maps, operational gap analysis, prioritized implementation roadmap, and up to pilot implementations. Acceptance criteria for each deliverable will be documented in writing by mutual agreement within thirty (30) days of delivery.

Payment Terms

Example schedule:

Any undisputed amount not paid within days of invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Invoices shall be itemized and accompanied by reasonable documentation of services performed.

Term and Termination

Commencement Date: . Termination Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Service Provider shall be paid for all services performed and reasonable expenses incurred through the effective date of termination.

Either party may immediately terminate this Agreement for material breach if such breach remains uncured for ten (10) days after written notice specifying the breach. Termination for cause does not limit either party's right to pursue other remedies available at law or in equity.

Confidentiality

During the Term and for a period of following termination, each party shall hold in strict confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential. Confidentiality obligations shall not apply to information that (a) is or becomes public without breach of this Agreement; (b) was already known to the receiving party; (c) is lawfully received from a third party; or (d) is independently developed.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Company a nonexclusive, perpetual, worldwide license to use deliverables created specifically for Company pursuant to this Agreement. Service Provider retains ownership of preexisting tools, methodologies, templates and know-how provided that no such preexisting material shall include Company Confidential Information.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or breach of confidentiality, neither party shall be liable for indirect, incidental, special or consequential damages, including lost profits. Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid by Company to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 agree that any dispute arising from this Agreement shall be resolved in the state or federal courts located within that State.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

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