Business Rediscover Agreement

BUSINESS REDISCOVER AGREEMENT

This Business Rediscover Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider").

WHEREAS

WHEREAS, Client desires to engage Provider to conduct a business rediscovery engagement consisting of strategic review, operational assessment, brand positioning, and go-to-market refinement (the "Engagement"); and

WHEREAS, Provider represents that it has the personnel, experience, and capability to perform the Engagement and deliver the deliverables described in this Agreement in accordance with the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables set forth below. Provider shall perform the work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the following terms:

A late fee of will be applied to all overdue balances, calculated monthly on the outstanding balance, or the maximum amount permitted by law, whichever is lower.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as set forth herein.

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 above after receipt of written notice specifying the breach. Provider may terminate immediately for Client insolvency, bankruptcy filing, or nonpayment of undisputed amounts.

CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business information disclosed in connection with this Agreement, including business plans, financial information, customer lists, trade secrets, and proprietary methodologies, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, or for so long as such information remains a trade secret under applicable law, whichever is longer.

INTELLECTUAL PROPERTY

Except for Provider's pre-existing materials and methodologies, Provider assigns to Client all right, title and interest in and to deliverables prepared specifically for Client under this Agreement upon Client's full payment of all amounts due. Provider retains a perpetual, non-exclusive, royalty-free license to use general knowledge, skills, and non-confidential learnings obtained in the course of performance.

LIMITATION OF LIABILITY

Except for claims arising from breach of confidentiality or willful misconduct, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages. Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be deemed given upon delivery.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation. If the parties cannot resolve a dispute within 60 days, either party may pursue any remedy available at law or equity.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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