Business Report Template

BUSINESS REPORT TEMPLATE

THIS BUSINESS REPORT AND SERVICES AGREEMENT (the Agreement) is made and entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of preparing management reports, market analysis, operational assessments, and related advisory services and possesses the expertise, personnel and resources necessary to prepare a business report for Client; and

WHEREAS, Client desires to retain Service Provider to perform the scope of services described herein and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the deliverables prepared under this Agreement will be relied upon by Client for internal business decision-making and, subject to the limitations set forth herein, will reflect a reasoned professional analysis based on information reasonably available at the time of preparation.

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Service Provider fees as follows: Total Fee: . Payment schedule:

Late Payment: Any amount not paid within days after the due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including legal fees.

3. TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the termination date.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after written notice of breach, provided that payment obligations for services performed prior to termination survive.

4. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party and designated 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 shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without reference to the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party promptly notifies the other and cooperates to seek protective relief.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict access to those employees or agents who need to know the information to perform such obligations and who are bound by confidentiality obligations no less protective than those herein.

5. INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider shall retain ownership of any methodologies, templates, proprietary models or tools developed or used in connection with the Services. Client shall own the final report deliverables provided to Client upon full payment, subject to Service Provider's retained intellectual property rights in background materials and pre-existing tools.

License: Service Provider grants Client a nonexclusive, nontransferable license to use the delivered report for Client's internal business purposes. Any third-party dissemination of the report requires prior written consent of Service Provider.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

7. 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 state and federal courts located in that State for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

9. NOTICES

10. REPRESENTATIONS; WARRANTY DISCLAIMER

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. REPORT CERTIFICATION AND USE

Service Provider certifies that the report will reflect good faith analysis based on information provided by Client and other sources reasonably believed to be reliable. Client acknowledges that the report is for internal use and that Service Provider is not responsible for Client's decisions made in reliance on the report. Client agrees not to present the report as legal, tax, or investment advice.

ADDITIONAL TERMS

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