Business Plan Kit

BUSINESS PLAN KIT AGREEMENT

This Business Plan Kit Agreement (the "Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider develops, compiles and licenses business planning materials, templates, financial models and instructional content (the "Business Plan Kit") designed to assist early-stage and operating businesses in creating a comprehensive business plan; and

WHEREAS, Client desires to obtain from Service Provider certain Business Plan Kit deliverables and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Business Plan Kit be provided, accepted and paid for in accordance with the scope, schedule and payment terms set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . A non-refundable deposit of $ is due upon execution of this Agreement; the remaining balance is due in accordance with the payment schedule below.

Late Payment: Any payment not received within days of the due date will incur a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within a reasonable cure period, not to exceed 30 days, after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public business, technical and financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing or electronically, and includes but is not limited to templates, financial models, client lists, pricing, and proprietary methodology.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound to protect such information; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information shall not include information that: (i) was known to the Receiving Party without restriction prior to disclosure; (ii) becomes publicly available through no fault of the Receiving Party; (iii) is lawfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of this Section and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

Ownership: Service Provider retains all right, title and interest in and to the Business Plan Kit and all underlying materials, methodologies, templates, software and know-how provided hereunder, except that Client shall receive a limited, non-exclusive, non-transferable license to use the delivered materials for Client's internal business purposes upon full payment of the Fees.

Restrictions: Client shall not sell, sublicense, distribute, or otherwise make available the Business Plan Kit materials to third parties or create derivative products for commercial distribution without the prior written consent of Service Provider.

REVISIONS & ACCEPTANCE

Number of Revisions Included:

FEES & EXPENSES

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of the confidentiality provisions, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising under or relating to this Agreement shall not exceed the total Fees paid by Client to Service Provider under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in the selected jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments 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, understandings and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Sign Now