Business Overhaul Template

Business Overhaul Template

Effective Date:

Company Name:

Consultant Name:

Recitals

WHEREAS, Company conducts commercial operations and requires a comprehensive review and implementation plan to overhaul business strategy, operational processes, information systems, organizational structure, and brand presentation (the "Business Overhaul"); and

WHEREAS, Consultant possesses the professional expertise, personnel, methodologies and tools necessary to perform the Business Overhaul and is willing to provide such services to Company under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement in a written agreement.

Scope of Work

Consultant will perform the Business Overhaul services described below and in any statement of work mutually executed by the parties. Consultant shall provide qualified personnel, materials and management necessary to deliver the agreed deliverables and shall coordinate with Company personnel as reasonably required.

Payment Terms

All amounts referred to in this Agreement are in United States dollars unless otherwise indicated. Company shall pay Consultant the fees and reimburse expenses in accordance with the terms below.

Invoices are due and payable within days of invoice date. Company shall be responsible for any taxes, duties, or withholdings unless otherwise required by law. Consultant may suspend performance for materially overdue amounts following ten (10) days' written notice.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

Upon termination, Company shall pay Consultant for all services performed and unreimbursed expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably incurred prior to termination. Sections concerning confidentiality, indemnification, payment of fees, ownership of work product, and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in written, oral, electronic or other form that is designated as confidential or that a reasonable party would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly excludes information that (a) was known to the receiving party prior to disclosure without restriction; (b) is or becomes publicly available through no fault of the receiving party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

The receiving party shall use Confidential Information solely to perform obligations under this Agreement and shall protect it with no less than reasonable care. The receiving party may disclose Confidential Information to employees, contractors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those herein. Upon written request or upon termination, the receiving party shall return or destroy Confidential Information as directed, except where retention is required by law.

The obligations of confidentiality shall remain in effect for following termination or for such longer period as required with respect to trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Consultant shall retain ownership of its pre-existing intellectual property and methodologies. Consultant hereby grants Company a non-exclusive, worldwide, perpetual license to use deliverables created specifically for Company and paid in full under this Agreement. Company shall not reproduce, sell or distribute Consultant's proprietary tools, templates or methodologies outside the scope of the license without Consultant's prior written consent.

Indemnification and Limitation of Liability

Each party agrees to defend, indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for a party's indemnification obligations or liability arising from willful misconduct, neither party's aggregate liability relating to this Agreement shall exceed the total fees paid to Consultant under this Agreement during the twelve (12) months preceding the claim.

Independent Contractor; Assignment

Consultant is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices

Notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses below or to such other address as a party may designate in writing.

Governing Law

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

Entire Agreement

This Agreement, together with any statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals or communications. No modification shall be binding unless executed in writing by authorized representatives of both parties.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date.

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