Business Professional Packet

BUSINESS PROFESSIONAL PACKET

This Business Professional Packet (the Agreement) is entered into effective as of by and between Service Provider Name: whose principal place of business is and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional consulting, advisory and related services and possesses the skill, experience, and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the complete terms of their relationship and allocate responsibilities, payment, confidentiality and dispute resolution procedures between the parties.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees for services as provided in this section. The total professional fee (the Fee) for the services described in the Scope of Work is (USD), exclusive of expenses, unless otherwise agreed in writing.

Invoices will be issued as indicated above and are due within days of invoice date. Any undisputed past-due amounts shall bear interest at a rate of percent per month (or the maximum permitted by law, if less). A one-time administrative late fee of may also apply to invoices unpaid after the due date.

TERM AND TERMINATION

The term of this Agreement will commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to intended termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, whether disclosed orally, visually, in writing or by inspection, including but not limited to business plans, financial information, client lists, trade secrets, methodologies and technical information. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) limit disclosure to employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information only to perform obligations under this Agreement.

Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law or valid court order provided the receiving party gives prompt notice to the disclosing party and, where permitted, cooperates in any effort to limit the disclosure.

The obligations of confidentiality shall continue for a period of years following the termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party will be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the preceding twelve (12) month period.

INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorney fees) arising out of the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct.

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 shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation does not resolve the dispute, the parties agree to submit the dispute to binding arbitration in the county where the Service Provider's principal place of business is located, under the arbitration rules chosen by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. 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 Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

Appendix A: Detailed Scope of Work    Fee Schedule    Standalone NDA

REPRESENTATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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