Business Run Down

BUSINESS RUN DOWN

This Business Run Down Agreement (the Agreement) is entered into as of by and between with principal place of business at (Client), and with principal place of business at (Consultant).

WHEREAS

WHEREAS, Client desires to obtain from Consultant a comprehensive Business Run Down consisting of operational, financial, and compliance observations, key risks, and prioritized recommendations; and

WHEREAS, Consultant represents that it has the experience and expertise necessary to perform the Business Run Down and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, deliverables, payment terms, confidentiality obligations, and other material terms of their arrangement.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Consultant for the Services the total fee of (Total Fee), subject to the following schedule and conditions.

All amounts not paid within days of invoicing shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall reimburse Consultant for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of the Services.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after receipt of written notice and the expiration of the notice period set forth above. Consultant may terminate immediately for nonpayment. Upon termination Client shall pay Consultant for all Services performed and expenses incurred through the effective date of termination. Consultant shall deliver to Client any work product completed through the date of termination, and Client shall not use any incomplete work product without Consultant’s prior written consent.

CONFIDENTIALITY

During the term of this Agreement and for a period of two (2) years thereafter, each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of a breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prior written notice to the extent legally permitted and reasonably practicable.

INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

Consultant retains all intellectual property rights in methodologies, templates, and tools developed or used by Consultant in connection with the Services. Upon full payment of fees due, Consultant grants to Client a non-exclusive, non-transferable license to use the final deliverables solely for Client’s internal business purposes. Client shall not sublicense, sell or otherwise distribute deliverables to third parties without prior written consent and appropriate compensation to Consultant.

LIMITATION OF LIABILITY; WARRANTIES

Consultant shall perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. CONSULTANT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

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 rules.

ENTIRE AGREEMENT; AMENDMENT

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

GENERAL PROVISIONS

The parties are independent contractors and nothing contained in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or in connection with a change of control so long as the assignee assumes Consultant’s obligations hereunder. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail (return receipt requested), or nationally recognized courier, and shall be effective upon receipt.

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