Business Quest Template

BUSINESS QUEST TEMPLATE

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business development, research, advisory and implementation services described herein; and

WHEREAS, Service Provider represents that it has the skill, experience and qualifications necessary to perform such services and is willing to provide such services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below. The parties may modify the described services only by written amendment signed by both parties.

2. Payment Terms

In consideration for Services, Client shall pay Service Provider the fees and expenses set forth in this Section. Fees are exclusive of applicable taxes unless otherwise stated.

Service Provider shall invoice Client in accordance with the Payment Schedule. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance upon five (5) days' prior written notice and assess the agreed late fee on overdue balances. Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

3. Term and Termination

This Agreement commences on the Start Date specified below and continues until the End Date specified below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed.

Service Provider may terminate immediately for cause in the event of fraud, willful misconduct, or insolvency of Client.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall include business plans, trade secrets, customer lists, pricing, financial information and other proprietary data. The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is received from a third party without breach of an obligation of confidentiality, or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate to seek protective relief.

5. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct or breach of a material representation or warranty in this Agreement.

6. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

7. Governing Law

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

8. Entire Agreement

This Agreement, together with any exhibits and 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 oral or written. Any amendment or modification must be in writing and signed by both parties.

If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

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