Business Program Discussion

BUSINESS PROGRAM DISCUSSION AGREEMENT

This Business Program Discussion Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider develops and advises on business programs, services, operational processes and go-to-market strategies and has expertise relevant to the Client's proposed business program; and

WHEREAS, Client seeks to engage Provider for preliminary discussions, evaluation of program feasibility, high-level planning, and identification of potential deliverables and costs; and

WHEREAS, the parties desire to set forth the terms governing the scope of the Business Program Discussion, associated fees, confidentiality obligations, and termination rights.

SCOPE OF WORK

Provider shall conduct a Business Program Discussion to include assessment of strategic objectives, preliminary program architecture, estimated resources, high-level timeline, and identification of key risks. Specific discussion topics and expected outcomes are described below.

PAYMENT TERMS

In consideration for the Business Program Discussion, Client shall pay Provider the fees and expenses set forth below. Fees do not include applicable taxes, travel, or third-party costs unless explicitly listed.

Deposit required prior to commencement. If checked, deposit amount:

Unpaid amounts shall accrue interest at percent per month (or the maximum permitted by law), plus a late payment administrative fee of .

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, ends on End Date: .

Either party may terminate this Agreement without cause upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice of breach.

CONFIDENTIALITY

During the Term and for the period specified below, each party (the "Receiving Party") shall keep confidential all information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Confidential Information excludes information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction.

The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and methodologies. Any materials prepared specifically for Client in connection with the Business Program Discussion shall be owned as follows: Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal evaluation purposes only, unless the parties execute a separate written agreement granting broader rights.

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; AMENDMENT

This Agreement, including any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of a party's business to which this Agreement relates.

NOTICES

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