Business Portfolio

BUSINESS PORTFOLIO AGREEMENT

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

WHEREAS

WHEREAS, Client desires that Service Provider assemble, prepare, and deliver a comprehensive business portfolio describing Client's corporate profile, operating history, financial summaries, project descriptions, and marketing materials (the "Portfolio") to support Client's business development and strategic objectives; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources necessary to prepare and deliver the Portfolio in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, compensation, confidentiality, and permitted uses of the Portfolio.

SCOPE OF WORK

Delivery Schedule: Initial draft due on ; final delivery due on . Revisions: the fees below include up to rounds of revision; additional revisions billed as provided in Payment Terms.

PAYMENT TERMS

Invoices are due within days of invoice date. Late payments shall incur a late fee of on the outstanding balance, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice. Upon termination, Client will pay for all work performed and expenses incurred through the effective termination date and Provider will deliver all completed and work-in-progress deliverables to Client upon receipt of all unpaid amounts due.

CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose any Confidential Information disclosed by the other party, except as required by law. "Confidential Information" includes trade secrets, financial data, client lists, pricing, strategic plans, and non-public materials included in the Portfolio but does not include information that (i) is or becomes publicly known other than by breach of this Agreement; (ii) is independently developed without use of the disclosing party's Confidential Information; or (iii) is rightfully obtained from a third party without restriction. Confidentiality obligations shall survive termination of this Agreement for a period of years.

OWNERSHIP, LICENSES, AND PORTFOLIO USE

Subject to payment in full, Provider assigns to Client all right, title and interest in the final Portfolio deliverables specifically prepared for Client under this Agreement. Provider retains ownership of pre-existing materials, proprietary methodologies, templates, and know-how ("Provider Materials"). Provider grants Client a non-exclusive, non-transferable license to use Provider Materials incorporated into the Portfolio solely as included in the deliverables. Provider may retain and display non-confidential elements of the Portfolio for Provider's promotional purposes unless Client checks the box below to restrict such display.

Restrict public display of Portfolio by Provider: (check to restrict)

REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement. Provider warrants that the deliverables will be prepared in a professional manner consistent with industry standards; except as expressly set forth in this Agreement, Provider makes no other warranties, express or implied. Except for willful misconduct or gross negligence, neither party will be liable to the other for consequential, incidental, or special damages. Provider's aggregate liability for claims arising under this Agreement will not exceed the total fees paid by Client to Provider under this Agreement.

INDEMNIFICATION

Each party will indemnify, defend, and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party will give prompt written notice of any claim and cooperate in the defense; the indemnifying party will control the defense and settlement of the claim, provided that no settlement admitting fault or imposing obligations on the indemnified party will be made without its consent.

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment will be effective unless in writing and signed by both parties.

GENERAL PROVISIONS

Notices required under this Agreement will be sent to the addresses set forth above. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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