Business Playbook Contract

BUSINESS PLAYBOOK CONTRACT

Parties and Effective Date

This Business Playbook Contract ("Agreement") is made and entered into as of , (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Company desires to engage Consultant to develop, document and deliver a Business Playbook that codifies Company’s core operational processes, standard operating procedures, roles and responsibilities, and performance metrics (the "Playbook"); and

WHEREAS, Consultant has the experience, technical capability and personnel to prepare the Playbook and to assist in implementation and training as set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Consultant will prepare and deliver the Playbook and related services.

Scope of Work

Consultant shall provide the services described in this Section. Consultant will develop written procedures, process maps, templates, role descriptions, metrics dashboards, and a prioritized implementation plan necessary to operate Company’s business in accordance with the agreed specifications.

Payment Terms

Company shall pay Consultant for performance of the services described above in accordance with the following payment terms.

Any amounts not paid when due shall accrue interest at % per month (or the maximum permitted by law, if less). In addition, Company will be responsible for reasonable collection costs and attorneys' fees incurred by Consultant in enforcing payment.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after written notice specifying the breach. Termination will not relieve Company of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business processes, playbook content, customer lists, financial information and proprietary templates. The receiving party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents who have a need to know and are bound to protect confidentiality at least as protective as this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law. Confidential Information does not include information that is: (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Ownership and Intellectual Property

Consultant shall retain ownership of Consultant's pre-existing methodologies, templates and tools. Subject to payment in full of all fees due, Consultant assigns to Company all right, title and interest in and to the final deliverable Playbook specifically prepared for Company under this Agreement, provided that Consultant may retain and use non-identifying templates and know-how for other engagements. Any third-party materials incorporated in the Playbook will be subject to the applicable third-party license terms.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from third-party claims arising from that party's gross negligence or willful misconduct. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice in accordance with this section. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior executives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings, oral or written. Any amendment or modification to this Agreement 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 Company may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect.

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