Business Opportunity Creation Instructions

BUSINESS OPPORTUNITY CREATION INSTRUCTIONS

Parties and Recitals

This Agreement is entered into as of between Service Provider: , whose address is , and Client: , whose address is .

WHEREAS, Service Provider has expertise in identifying, designing and documenting business opportunities and related go-to-market steps; and

WHEREAS, Client desires to engage Service Provider to create and deliver a business opportunity package as described below, and Service Provider agrees to provide such services under the terms set forth herein.

Scope of Work

Service Provider shall perform the services described in this section (the "Services") to create a defined business opportunity package. Services shall include research, opportunity definition, target customer profiles, revenue model recommendations, go-to-market strategy, sales enablement materials, and a delivery of final Opportunity Report and supporting materials.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following payment terms. All payments are due in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and terminates on End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination for cause is effective upon the non-breaching party's written notice if the breach is not cured within the cure period.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all completed deliverables and work in progress, and Client shall have a non-exclusive license to use any deliverables paid for in full, subject to the Confidentiality and Intellectual Property provisions herein.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that by its nature ought reasonably to be treated as confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction and without breach of these obligations; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall 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 in this Agreement. These confidentiality obligations shall survive termination for a period of three (3) years, or longer to the extent required for trade secrets under applicable law.

Intellectual Property and Use Rights

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing intellectual property and methodologies used to perform the Services. Upon full payment of fees due for a deliverable, Service Provider grants Client a non-exclusive, non-transferable license to use, reproduce and distribute the deliverable for Client's internal business purposes. Any customization work specifically commissioned by Client and paid in full may be assigned to Client where expressly stated in writing.

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 the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county of the governing law state, unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, 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 oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

Entity Type

Identify the legal form of the signing entity (check applicable):

Corporation LLC Partnership Sole Proprietorship

Certifications

Each party certifies that the information provided in this Agreement and accompanying attachments is true and accurate to the best of its knowledge, and that the signatory below has authority to bind the signing party to the terms set forth herein.

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