Business Plan BP

Business Plan BP — Business Plan Services Agreement

This Business Plan Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: and Consultant Name: .

RECITALS

WHEREAS, Client desires to engage Consultant to prepare and deliver a comprehensive business plan (the "Business Plan") describing Client's business model, market analysis, financial projections and implementation strategy; and

WHEREAS, Consultant represents that it has the experience, qualifications and personnel necessary to prepare the Business Plan and to provide related advisory services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Consultant will prepare and deliver the Business Plan to Client.

SCOPE OF WORK

Consultant shall perform the services described below and in any attachments incorporated into this Agreement. The scope shall include research, drafting of narrative sections, financial model preparation, one round of revisions based on Client feedback, and final delivery of the Business Plan in electronic format.

PAYMENT TERMS

In consideration for the Services, Client shall pay Consultant the fees and expenses described below. Fees are exclusive of applicable taxes unless otherwise required by law.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date or until earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period specified above. Termination for cause may be effected immediately if a party materially breaches a provision of this Agreement and fails to cure such breach within fifteen (15) days following written notice of the breach.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public commercial, financial, technical or business information disclosed orally or in writing and identified at disclosure 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) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure of Confidential Information to employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Consultant retains ownership of its pre-existing intellectual property and methodologies. Upon full payment of fees due hereunder, Consultant grants to Client a non-exclusive, worldwide, royalty-free license to use the final Business Plan deliverables for Client's internal business purposes and for presentations to potential investors or lenders. Client shall not distribute, reproduce or sublicense Consultant's underlying proprietary tools, templates, or raw models except as expressly authorized in writing.

INDEPENDENT CONTRACTOR

Consultant is an independent contractor and not an employee, partner or agent of Client. Consultant shall be solely responsible for payment of all federal, state and local taxes arising from compensation paid under this Agreement and for providing any required benefits to its personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflicts of law.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments and statements of work executed 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, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Consultant may subcontract portions of the Services provided Consultant remains responsible for performance. Notices required under this Agreement shall be given in writing to the addresses provided below.

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