Business Prospect Package

BUSINESS PROSPECT PACKAGE

This Business Prospect Package (the Agreement) is entered into as of Effective Date:

Parties

Recitals

WHEREAS, Company is engaged in the business of developing, marketing, and presenting certain commercial offerings, strategic analyses, and related materials to prospective clients; and

WHEREAS, Prospect desires to evaluate Company’s offerings for the purpose of determining whether to enter into a commercial relationship or purchase services or products from Company; and

WHEREAS, the parties wish to set forth the terms under which Company will present prospect materials, perform preparatory work, and the terms for payment and confidentiality with respect to such engagements.

Scope of Work

Company will provide the services, deliverables, and presentations described below. The parties agree that any material changes to scope must be documented in writing and signed by authorized representatives.

Payment Terms

Prospect shall pay Company for the services set forth in the Scope of Work as follows. All payments are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue a late fee and interest as set forth below.

If Prospect fails to pay any undisputed amount when due, Company may suspend performance until payment is made and shall be entitled to recover collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date and, unless earlier terminated in accordance with this Agreement, continue until End Date. Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure the breach within the Cure Period following written notice. Termination shall not relieve Prospect of an obligation to pay for services performed or expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other related to business plans, pricing, prospect lists, financial information, technical data, or other proprietary information designated as confidential or that reasonably should be understood to be confidential.

Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except as permitted herein, and (iii) use it only to evaluate and perform the activities described in this Agreement. Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in Receiving Party’s possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of Confidential Information. Upon termination or written request, Receiving Party shall promptly return or destroy Confidential Information and certify such destruction if requested.

Governing Law; Jurisdiction

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement; Severability

This Agreement, together with any written addenda or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations will not violate any agreement to which it is a party.

Miscellaneous

No amendment to this Agreement is effective unless in writing and signed by both parties. Failure to enforce any provision shall not be deemed a waiver. Remedies provided herein are cumulative and in addition to any other remedies available at law or equity.

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