Business Research Presentation

BUSINESS RESEARCH PRESENTATION AGREEMENT

Client Name:     Provider Name:

Effective Date:     Presentation Title:

WHEREAS

1. The Client requires research, analysis and a formal presentation concerning the subject matter set forth in this Agreement, and the Provider represents that it has the professional expertise, personnel and resources to perform such research and prepare the Presentation in accordance with the terms of this Agreement.

2. The Provider will conduct primary and secondary research, synthesize findings, prepare deliverables and present conclusions to Client stakeholders on the schedule and for the compensation described below.

3. The parties desire to set forth their respective rights and obligations regarding scope, timing, payment, confidentiality and ownership of deliverables.

SCOPE OF WORK

Presentation Date:     Expected Length:

PAYMENT TERMS

Total Fee: $    (exclusive of approved expenses)

Invoices are payable within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Commencement Date:     Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective seven (7) days after delivery of written notice if the breach is not cured within that period. Upon termination, Provider shall deliver all work-in-progress and shall be paid for all work performed to the date of termination in accordance with the Payment Terms, less any setoffs for breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other in any form that is marked or otherwise identified as confidential or that, by its nature, a reasonable person would understand to be confidential. The receiving party will (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect such information from unauthorized use or disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Provider hereby assigns to Client all right, title and interest in and to the final written reports, slide decks and other deliverables prepared specifically for Client under this Agreement upon full payment of amounts due. Provider retains ownership of pre-existing materials, methodologies, tools, templates and know-how used in performing the services; Provider grants Client a perpetual, nonexclusive, worldwide license to use such pre-existing materials only as incorporated in the delivered materials. Client shall not redistribute Provider's underlying proprietary tools or templates outside of Client without Provider's prior written consent.

REPRESENTATIONS, INDEMNITY AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider represents that the services will be performed in a professional manner in accordance with generally accepted industry standards. Client shall indemnify and hold harmless Provider from third-party claims arising from Client data or materials or Client's misuse of deliverables. Except for damages resulting from gross negligence or willful misconduct, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the fees paid by Client to Provider under this Agreement.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement is governed by and shall be construed in accordance with the laws of the state of , without regard to conflict of laws principles. This Agreement, together with any authorized statements of work and attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral and written agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be sought in addition to other remedies.

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