Business Planset Agreement

BUSINESS PLANSET AGREEMENT

This Business Planset Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Service Provider: , located at , and Client: , located at .

WHEREAS

WHEREAS, Service Provider has experience and expertise in preparing comprehensive business plans, financial models and associated deliverables necessary to support business operations, fundraising and strategic planning; and

WHEREAS, Client desires to retain Service Provider to prepare a set of planning documents and related materials (collectively, the "Planset") and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Any undisputed amount not paid within days of invoice shall incur a late fee equal to per month (or the maximum permitted by law), plus all reasonable costs of collection including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on the Effective Date and continues until completion of the Services or until , whichever occurs first, unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure such breach within days after written notice describing the breach. Termination for Convenience: Client may terminate for convenience upon providing at least days' written notice; in such event Service Provider shall be entitled to payment for work performed to date and reasonable wind-down costs.

Effect of Termination: Upon termination, Client shall pay all accrued fees and reimbursable expenses. Service Provider shall deliver to Client any completed deliverables and provide reasonable assistance for orderly transition. Sections titled Confidentiality, Intellectual Property, Payment Terms, Governing Law, and Survival shall survive termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. "Confidential Information" includes non-public business, technical, financial and client information; however, Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the possession of the Receiving Party prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction.

INTELLECTUAL PROPERTY

Deliverables created by Service Provider specifically for Client under this Agreement shall be owned by Client upon full payment; Service Provider hereby assigns all right, title and interest in such deliverables to Client. Service Provider retains ownership of its pre-existing materials, methodologies, templates, and know-how ("Provider Materials"), but grants Client a non-exclusive, perpetual, worldwide license to use Provider Materials to the extent incorporated into the deliverables. Client acknowledges that Provider may use anonymized, non-confidential excerpts of the deliverables for portfolio and marketing purposes unless Client has affirmatively marked materials as highly confidential.

REPRESENTATIONS, LIMITATION OF LIABILITY, AND INDEMNITY

Each party represents that it has authority to enter this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS. Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials, third-party claims based on Client's use of the deliverables, and Client's breach of representations.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by the courts located in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements. Any amendment to this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

ENTITY TYPE

Service Provider Entity Type: Individual Corporation LLC Partnership Other

Client Entity Type: Individual Corporation LLC Partnership Other

ADDITIONAL PROVISIONS

Notices, consents and approvals required or permitted under this Agreement shall be in writing. No waiver shall be effective unless in writing and signed by the waiving party. The parties are independent contractors, and nothing in this Agreement will create an employment, joint venture or agency relationship.

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