Business Simulation Template

Business Simulation Template

This Business Simulation Template (the "Agreement") is entered into by the parties identified below for the purpose of defining the simulated business engagement, deliverables, payment, confidentiality and governing terms relating to a business simulation, training, or scenario-based consulting engagement. Client Name: Consultant Name: Effective Date:

RECITALS

WHEREAS, Client desires to engage Consultant to design, manage and deliver a business simulation exercise for the Client's personnel, including scenario design, facilitation materials, participant assessments and debriefing (the "Simulation"); and

WHEREAS, Consultant has represented that it possesses the professional expertise, personnel and resources necessary to develop and deliver such Simulation in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Simulation in a written agreement.

SCOPE OF WORK

Consultant will develop the Simulation materials, including participant guides, facilitator guides, scoring rubrics and a final debrief report. Consultant will use commercially reasonable efforts to comply with the schedule set forth in the Payment Terms and Milestones section below and will notify Client promptly of any delays that materially affect delivery.

PAYMENT TERMS

Unless otherwise specified in the Payment Schedule, invoices are due within days of invoice date. Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). Client is responsible for any reasonable collection costs incurred by Consultant, including attorneys' fees, for unpaid balances.

TERM AND TERMINATION

Term Start Date: Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Consultant for all Services performed and unreimbursed expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably entered into by Consultant prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party to permit a protection order or other remedy.

INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

Unless otherwise agreed in writing, Consultant retains all intellectual property rights in methodologies, templates, tools and materials developed prior to or independently of this Agreement. Upon full payment of amounts due, Consultant grants Client a non-exclusive, non-transferable license to use the final deliverables solely for Client's internal training and educational purposes; redistribution, resale or commercial exploitation of deliverables is prohibited without Consultant's prior written consent.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or waiver of any provision 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, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. 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 sale of substantially all of its assets.

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