Business Plan iPlan

Business Plan iPlan

This Business Plan iPlan Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: , and Consultant Name: with principal address: .

WHEREAS

WHEREAS, Client desires to retain Consultant to prepare, develop and deliver a comprehensive business plan and associated financial model known as the "iPlan" for Client's business initiative described below; and

WHEREAS, Consultant has represented that Consultant has the professional qualifications, experience and ability to perform the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and delivery of the iPlan deliverables.

1. Scope of Work

2. Payment Terms

Total Fee: . Payment shall be made in accordance with the schedule set forth below.

Late Payment: Any amount not paid within days of invoice due date shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law.

Reimbursable Expenses: Client shall reimburse Consultant for preapproved out-of-pocket expenses incurred in connection with the Services subject to a cap of unless otherwise agreed in writing.

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice following a material breach that remains uncured for a period of 15 days after receipt of notice.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical, strategic, marketing and customer information disclosed in any form. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully 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 on use or disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

5. Intellectual Property

Subject to Client's full payment of all amounts due under this Agreement, Consultant hereby assigns to Client all right, title and interest in and to the iPlan deliverables created specifically for Client under this Agreement. Consultant shall retain ownership of Consultant's preexisting materials, methodologies and templates, provided Consultant grants Client a nonexclusive, royalty-free license to use any such incorporated elements solely as part of the delivered iPlan.

6. Representations; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Consultant represents that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Exclusive venue for any dispute arising under or related to this Agreement shall be the state or federal courts located in the same state.

8. Entire Agreement

This Agreement, together with any exhibits or statements of work 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, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

10. Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an acquirer of substantially all of its assets or equity.

Independent Contractor: Consultant shall perform the Services as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

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