Business Planning Size Model

BUSINESS PLANNING SIZE MODEL

This Business Planning Size Model Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Client seeks a planning exercise to determine the optimal business size, resource profile, and projected financial model for a specified line of business or product; and

WHEREAS, Service Provider has expertise in strategic planning, sizing models, cost modeling, and market-based assumptions, and is willing to provide a Business Planning Size Model under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, fees, confidentiality obligations, and other terms governing the work to be performed.

Scope of Work

Service Provider will develop a Business Planning Size Model that includes, at minimum, assumptions, demand and capacity scenarios, staffing and cost estimates, revenue forecasts, sensitivity analysis, and recommended target size and ramp schedule. Specific deliverables, milestones, and acceptance criteria are described below.

Payment Terms

Client shall pay Service Provider fees in consideration for the services described. The fee components are set forth below.

Invoices are due net days from invoice date. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum amount permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice of such breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. The receiving party agrees to (a) use Confidential Information solely for performance of its obligations under this Agreement; (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than 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 reasonable care. Confidential Information does not include information that is or becomes generally known to the public through no breach by the receiving party, is rightfully received from a third party without restriction, is independently developed by the receiving party, or is required to be disclosed by law, provided the disclosing party is given prompt written notice and the disclosure is limited to the minimum required.

Intellectual Property & Deliverables

Unless otherwise agreed in writing, Client shall own deliverables that are custom-created for Client under this Agreement upon full payment of fees due. Service Provider retains all preexisting methodologies, models, templates, software, and other tools (collectively, "Background IP") used to prepare deliverables; Service Provider grants Client a nonexclusive, nontransferable, royalty-free license to use Background IP only as incorporated in the deliverables for Client's internal business purposes.

Representations & Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM.

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 jurisdiction and venue for disputes shall be in the state or federal courts located in that state, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held unenforceable, the remainder will remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above.

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