Business Services Planning Contract

Business Services Planning Contract

This Business Services Planning Contract (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Service Provider represents that it has experience and professional capability to provide business planning, strategic advisory and implementation support services in the areas described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform business services planning and related tasks, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the full and complete understanding of their contractual relationship with respect to the subject matter hereof.

Scope of Work

Service Provider shall provide planning services, deliverables, and advisory work as described below. Deliverables shall be prepared in a professional manner consistent with industry standards and the timelines set forth in this Agreement.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services rendered under this Agreement.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated in writing, invoices are due within days of invoice date.

Late payments shall accrue interest at the rate of on overdue balances, or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the proposed termination date. Either party may terminate for material breach if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Service Provider shall deliver all completed work and such partial work as reasonably requested, and Client shall pay for services performed and reimbursable expenses properly incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that, under the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, financial information, client lists, strategic analyses, trade secrets, and proprietary methodologies.

The Receiving Party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those directors, officers, employees, agents, and contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent compelled by law or valid subpoena, provided it gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate remedy.

The obligations of confidentiality shall continue for following the termination or expiration of this Agreement, unless a longer period is required by applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables produced under this Agreement for Client’s internal business purposes. Service Provider retains ownership of methodologies, know-how, templates and pre-existing materials; subject to that retained ownership, ownership of custom deliverables created specifically for Client will vest in .

Representations and Warranties; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses or expenses arising from its own negligent acts, willful misconduct, or material breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any attachments and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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