Business Plans Page

BUSINESS PLANS PAGE

This Business Plans Page (the Agreement) is entered into as of by and between Client Name: with principal address (Client), and Provider Name: with principal address (Provider).

WHEREAS

WHEREAS, Client desires to retain Provider to prepare a professional business plan and related analyses to support Client's operational and funding objectives; and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and resources to prepare and deliver the business plan and related deliverables described herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services described below (the Services). Provider will deliver professional and commercially reasonable efforts in accordance with the schedule and specifications set forth herein.

2. PAYMENT TERMS

Client agrees to pay Provider for the Services in accordance with the fee structure set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed, invoices are due within days of receipt. Client is responsible for any taxes, duties or fees imposed on payments, except taxes based on Provider's net income. If Client disputes any portion of an invoice, Client shall notify Provider in writing within ten (10) days and pay any undisputed portion.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the Completion Date.

Start Date:    Completion Date (or estimated):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Provider for Services performed and reasonable non-cancellable commitments incurred through the effective date of termination. Sections relating to confidentiality, payment for work performed, limitation of liability, and governing law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) maintain the other's 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 use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was already known to the receiving party without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations in this Section shall continue for a period of three (3) years from disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages are inadequate and that the non-breaching party is entitled to equitable relief in addition to any other remedies.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

6. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto and any written statements of work 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 oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

7. ADDITIONAL TERMS

Relationship of the parties: Provider is an independent contractor and not an employee, partner or agent of Client. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to a successor in connection with a merger or sale of substantially all its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be deemed given upon receipt.

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