Business RGI Document

Business RGI Document

This Business RGI Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider is engaged in the business of advising, implementing and managing revenue growth initiatives and related services for commercial enterprises; and

WHEREAS, Client desires to engage Provider to perform certain revenue growth and incentive services as set forth herein, and Provider is willing to provide such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend that this Agreement govern the provision of such services, payment for those services, and the allocation of risks between them.

Scope of Work

Provider shall perform the services and deliverables described below. Provider will exercise commercially reasonable efforts in performing the services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees as set forth below in consideration for the services. All amounts are stated in U.S. dollars and are exclusive of taxes unless otherwise specified.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate specified above, calculated monthly, and Provider may suspend performance following ten (10) days' prior written notice until payment is made in full.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated as provided herein, shall continue until the End Date set forth below.

Start Date:    End Date:

Either party may terminate this Agreement for cause if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective termination date, including any reasonable wind-down costs.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider and Client each agree to hold Confidential Information of the other in confidence and not to disclose it to third parties except as required to perform under this Agreement or as required by law. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of assets.

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