Business Probe Template

BUSINESS PROBE TEMPLATE

RECITALS

This Business Probe Template Agreement (the Agreement) is made effective as of (Effective Date), by and between Client Name: , having its principal place of business at , and Service Provider Name: , having its principal place of business at .

WHEREAS, Client seeks a professional probe, due diligence review, and limited investigative analysis of certain business matters described below; and

WHEREAS, Provider has the expertise and resources to perform the business probe services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms governing the engagement.

SCOPE OF WORK

Provider shall perform the following business probe services for Client. The scope below describes the specific tasks, deliverables, and limitations of the probe. Any material changes to the scope shall be documented and signed by both parties.

PAYMENT TERMS

The Client shall pay Provider for services performed in accordance with the following payment structure and schedule.

Provider shall submit invoices to Client. Amounts invoiced are payable within days of invoice receipt. Accepted payment methods shall be as agreed in writing.

Overdue amounts will accrue interest at the lesser of per month or the maximum allowed by law, plus a one-time administrative late fee of .

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of payment obligations for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in oral, written, electronic, or other form that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was lawfully in the receiving party's possession prior to receipt; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to any third party except as required by law or to its employees, agents, or subcontractors with a need to know and subject to confidentiality obligations no less protective than those herein. These obligations survive termination for a period of years.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of pre-existing methodologies, tools, software, and general know-how. Client shall receive a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Provider warrants that deliverables do not knowingly infringe third-party intellectual property rights.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts in performance of the services. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party's expense.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles. The parties shall attempt to resolve disputes in good faith by negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as elected by the prevailing party, consistent with applicable law.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided the successor agrees to be bound by the terms of this Agreement. If any provision is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

PARTY CONTACTS

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