Business Report Cripps

BUSINESS REPORT CRIPPS

This Business Report Agreement (Agreement) is made effective as of by and between Client Name: (Client) and Consultant Name: (Consultant).

RECITALS

WHEREAS, Client desires an independent, written business analysis and recommendations commonly referred to in this Agreement as the Business Report Cripps (Report), and has requested that Consultant prepare and deliver such Report in accordance with the terms of this Agreement;

WHEREAS, Consultant represents that Consultant has the skill, experience and resources necessary to prepare the Report and will perform the services described in the Scope of Work in a professional and workmanlike manner consistent with industry standards;

WHEREAS, Client and Consultant wish to set forth the terms and conditions under which Consultant will prepare and deliver the Report and Client will compensate Consultant for those services.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Client shall pay Consultant in accordance with the schedule below.

Payments not received within the time specified in the Payment Schedule shall accrue late fees as set forth above and Consultant may suspend performance until all overdue amounts are paid. Client is responsible for reasonable collection costs, including attorneys' fees, incurred by Consultant in enforcing payment.

TERM AND TERMINATION

Term Commencement Date: — Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the intended termination date. Consultant may terminate immediately for nonpayment or material breach by Client that remains uncured for ten (10) days after written notice.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public business, financial, technical and strategic information disclosed by either party to the other, whether disclosed orally, in writing or by inspection. Consultant shall (a) hold Confidential Information in strict confidence and use it solely for the purpose of preparing the Report; (b) not disclose Confidential Information to any third party except as required by law or with Client's prior written consent; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Consultant retains ownership of its pre-existing methodologies, models and proprietary tools used in preparing the Report. Upon full payment of all amounts due, Consultant grants Client a non-exclusive, non-transferable license to use the final Report for Client's internal business purposes. Client may not distribute, publish or sell the Report to third parties without Consultant's prior written consent.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, CONSULTANT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

Notices required by this Agreement shall be in writing and delivered to the addresses below. Notices are effective upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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