Business Preliminary Document

Business Preliminary Document

This Business Preliminary Document (the "Document") is entered into by and between:

RECITALS

WHEREAS, Client seeks to engage Provider to perform preliminary business planning, feasibility review, and defined advisory services, and Provider represents that it has the experience and capability to perform such services under the terms set forth in this Document;

WHEREAS, the parties wish to set forth the scope, basic commercial terms, confidentiality expectations, and preliminary schedule in advance of a definitive agreement; and

WHEREAS, the parties acknowledge that this Document is intended to record preliminary commitments and that certain deliverables, milestones, and binding obligations will be detailed in a subsequent definitive agreement unless otherwise stated herein.

SCOPE OF WORK

Provider will perform the preliminary services described below. The parties acknowledge that deliverables, acceptance criteria, and detailed timelines shall be negotiated and incorporated into a definitive statement of work when applicable.

PAYMENT TERMS

Client shall pay Provider for the preliminary services in accordance with the following terms.

Invoices are payable within the period specified in the Payment Schedule. Late payments shall accrue interest at the rate specified above and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

This Document shall become effective as of the Effective Date set forth below and shall continue until the completion of the preliminary services or earlier termination in accordance with this section.

Effective Date:

Either party may terminate this Document upon written notice to the other party in accordance with the notice period noted above. Termination shall not relieve Client of its obligation to pay Provider for services rendered and expenses reasonably incurred through the date of termination.

CONFIDENTIALITY

Each party acknowledges that, in connection with the performance of this Document, it may receive confidential or proprietary information ("Confidential Information") of the other party. Confidential Information excludes information that is (a) publicly available through no breach of this Document, (b) lawfully obtained from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the purposes contemplated by this Document; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less stringent than those contained herein.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Document, together with any attachments or schedules expressly incorporated herein, constitutes the entire preliminary agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, and understandings, whether written or oral. No amendment or waiver of any provision of this Document shall be effective unless in writing and executed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except that a party may assign this Document without consent to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Document is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

REPRESENTATIONS

Each party represents and warrants that it has the authority to enter into this Document and that execution and performance will not violate any agreement to which it is a party or any applicable law. The parties acknowledge that certain commitments set forth herein are preliminary and that further approvals or documentation may be required to create binding obligations beyond those expressly stated.

Sign Now