Business Shaker Template

BUSINESS SHAKER TEMPLATE

This Business Shaker Template (the "Agreement") is made and entered into as of Effective Date: by and between Party A: and Party B: .

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing strategic business development, innovation workshops, and product-market acceleration services; and

WHEREAS, Party B seeks to engage Party A to perform a defined program of services intended to accelerate Party B's commercial launch and internal processes as described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party A will provide services to Party B and the compensation to be paid therefor.

Scope of Work

Party A shall perform the services and deliverables described below. The scope may be amended only by a written Change Order signed by both parties.

Payment Terms

In consideration for the services provided by Party A, Party B shall pay the amounts and on the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

All sums not paid when due shall accrue interest at the rate set forth above and the prevailing legal rate where permitted. Party A may suspend performance if payments are more than days past due, after providing written notice.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Party B will pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable commitments made by Party A in connection with performance of the services.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall:

(a) hold the other party's Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to prevent unauthorized use or disclosure. Confidentiality obligations shall survive termination of this Agreement for a period of years.

The obligations set forth do not apply to information that (i) is or becomes publicly available through no breach by the receiving party, (ii) was lawfully in the receiving party's possession prior to disclosure, (iii) is received from a third party without a duty of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Party A retains ownership of its pre-existing methodologies, processes, tools, templates and know-how. Upon full payment, Party A grants Party B a non-exclusive, non-transferable license to use deliverables created specifically for Party B under this Agreement solely for Party B's internal business purposes. Any third-party materials incorporated into deliverables shall be subject to their respective license terms.

Warranties, Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. PARTY A WARRANTS THAT SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits and change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver is effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions shall remain in full force. Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be deemed binding for all purposes.

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