Business Session PDF

Business Session PDF

Parties and Effective Date

This Business Session Agreement (the "Agreement") is entered into effective as of by and between Client Name:

WHEREAS, Client desires to retain Consultant to conduct a business strategy session and provide advisory services as described herein; and

WHEREAS, Consultant has represented that Consultant has the qualifications, experience and abilities to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of such services.

Scope of Work

Consultant shall provide the following services (the "Services"):

Session Date:    Location:

Payment Terms

Client shall pay Consultant the fees set forth below for the Services. All fees are non-refundable except as expressly provided in this Agreement.

All payments are due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (i) per month, or (ii) the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorney's fees incurred by Consultant in collecting delinquent amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice of such breach. Upon termination, Client shall pay Consultant for all Services performed and authorized expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, strategies, financial information, client lists, and trade secrets.

The Receiving Party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, representatives or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received 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 obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years; provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Nothing in this Section shall prevent the Receiving Party from disclosing Confidential Information to the extent compelled by law, provided the Receiving Party gives reasonable prior notice to the Disclosing Party and cooperates, at the Disclosing Party's expense, in any lawful efforts to limit such disclosure.

Governing Law; Remedies

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 that monetary damages may be inadequate to remedy a breach of the confidentiality or proprietary rights provisions of this Agreement and that the injured party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier, to the addresses below or to such other address as a party may specify in writing.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or successor without Client consent so long as Consultant remains liable for performance hereunder.

Amendments; Waiver: Any amendment or modification of this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral, relating to such subject matter.

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