Business Sketch

Business Sketch — Advisory and Development Agreement

Parties and Recitals

This Agreement is entered into as of by and between:

Client Name: , Client Address:

Provider Name: , Provider Address:

WHEREAS, Client seeks a concise, actionable business sketch that sets forth strategy, target market, revenue model and initial deliverables for a proposed business initiative; and

WHEREAS, Provider has expertise in business planning, market assessment and concept development and agrees to prepare the Business Sketch in accordance with the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

Scope of Work

Provider shall perform the services described above using commercially reasonable efforts and shall produce draft materials for Client review. Final deliverables shall be provided in electronic format unless otherwise agreed in writing.

Payment Terms

Deposit:     Milestone payments as set forth in Deliverables

Net payment due within days of invoice.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance for failure to pay within days after written notice.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for any reason upon days' prior written notice. Upon termination for convenience, Provider shall be paid for work performed through the effective date of termination, including reasonable close-out costs.

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within 15 days of written notice. Termination for cause does not limit the terminating party's right to seek damages or specific performance.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in oral, written or electronic form that is designated as confidential or that by its nature should reasonably be understood to be confidential, including financial data, business plans, customer lists and proprietary concepts included in the Business Sketch.

Recipient shall (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information with at least the same degree of care as it protects its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except 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.

Confidential obligations shall not apply to information that (i) was known to Recipient prior to disclosure without an obligation of confidentiality; (ii) is or becomes publicly known through no breach by Recipient; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of the disclosing party's Confidential Information.

Upon termination or at the disclosing party's request, Recipient shall promptly return or destroy Confidential Information and certify in writing to such return or destruction.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of intellectual property and methodologies existing prior to or developed independently of this Agreement. Client is granted a nonexclusive, nontransferable license to use the final Business Sketch deliverables for Client's internal business purposes. Any transfer of ownership or broader license must be agreed in a separate written instrument.

Warranties and Limitation of Liability

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through direct negotiation. If unresolved, disputes shall be resolved by binding arbitration in the selected state unless otherwise agreed.

Entire Agreement; Amendment

This Agreement, together with any written exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger or sale of substantially all assets.

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