Business Sphere Document

BUSINESS SPHERE AGREEMENT

Parties and Date

This Business Sphere Agreement (the Agreement) is made effective as of by and between:

Service Provider:   Address:

Client:   Address:

Recitals

WHEREAS, the Service Provider is in the business of providing professional services and solutions in the business sphere, including strategic planning, operational implementation, and advisory services; and

WHEREAS, the Client desires to retain the Provider to perform certain services described in this Agreement and Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Scope of Work

The Provider shall perform the services described above (the Services) in a professional and workmanlike manner consistent with industry standards. Services shall include, without limitation, strategic analysis, development of recommendations, implementation assistance, and reporting as reasonably requested by the Client.

Payment Terms

Unless otherwise agreed in writing, payments are due within days of invoice. Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower), calculated monthly on the outstanding balance.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Upon termination, Provider shall promptly deliver work in progress and any materials reasonably necessary for an orderly transition.

Confidentiality

Each party (the Receiving Party) acknowledges that it may receive Confidential Information from the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care that 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 employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this section shall not apply to information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was already rightfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The obligations shall survive termination for a period of two (2) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains all right, title and interest in any methodologies, processes, know-how, templates, tools and other intellectual property owned or developed by Provider prior to or independently of this Agreement. Client shall own final deliverables specifically commissioned and paid for under this Agreement, provided that Provider is paid in full and Client's use is limited to internal business purposes unless additional licensing is granted in writing.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement and understanding 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 amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

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