Business Plan Template iPlan PRO

Business Plan Template iPlan PRO — Services Agreement

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

WHEREAS

WHEREAS, Client desires to obtain from Consultant a comprehensive business plan using the iPlan PRO template and related consulting services (the Services) to support funding, operations and growth; and

WHEREAS, Consultant represents that it has the expertise and resources to prepare a professional business plan, financial projections and milestone schedule in accordance with the Scope of Work set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions applicable to Consultant’s performance and Client’s payment obligations.

SCOPE OF WORK

Executive Summary    Market Analysis    Financial Projections    Operations Plan

BUSINESS PLAN TEMPLATE CONTENT

PAYMENT TERMS

All fees are exclusive of applicable taxes. Consultant shall issue invoices in accordance with the Payment Schedule. Failure to pay undisputed invoices within thirty (30) days of invoice date shall permit Consultant, after seven (7) days written notice, to suspend Services until payment is received.

TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Agreement, will continue until End Date .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that during the term it may receive Confidential Information from the other party. "Confidential Information" means non-public business, technical, financial or strategic information disclosed in any form. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than by a breach of this Agreement; (ii) was rightfully in receiving party’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Consultant shall retain ownership of its pre-existing tools, templates, methodologies and know-how. Subject to full and final payment of all fees due under this Agreement, Consultant assigns to Client all right, title and interest in the final deliverables specifically prepared for Client under this Agreement. Consultant reserves a perpetual, royalty-free license to use aggregated, anonymized templates and learnings for internal purposes and to improve services, provided no Client Confidential Information is disclosed.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Consultant warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in connection with this Agreement. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree that the state and federal courts located in the selected jurisdiction shall have exclusive venue for disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or in connection with a sale of substantially all of its assets.

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