Business Retention Agreement

BUSINESS RETENTION AGREEMENT

This Business Retention Agreement ("Agreement") is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform business retention, advisory and relationship-management services designed to preserve and improve Client's existing business accounts and customer base; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel and resources necessary to perform the Services described in this Agreement, and Client desires to engage Service Provider on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services or as otherwise agreed in writing by the parties.

PAYMENT TERMS

Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of a rate equal to or the maximum rate permitted by law. In addition, Client shall reimburse reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice of termination at least days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for Services performed through the effective date of termination, and Client shall pay for all such undisputed Services rendered.

CONFIDENTIALITY

"Confidential Information" shall mean all nonpublic, proprietary or business information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is received by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purpose of performing this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the non-breaching party shall be entitled to seek injunctive or other equitable relief without waiving any other remedies available at law or in equity.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

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

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