Business Square One Document

DOCUMENT NAME

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business planning, advisory and implementation services described herein; and

WHEREAS, Service Provider Name: has the experience and capacity to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided effective as of Effective Date: .

Scope of Work

Service Provider will perform the services described below in accordance with the standards and schedule agreed by the parties. The scope may be amended only by a written instrument signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any payment not received within days of the due date shall accrue interest at the rate of % per month, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for Services performed prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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, including business plans, financial information, customer lists, and proprietary processes.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Remedies and Survival: The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Section and that injunctive relief may be appropriate. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as such information qualifies as a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments 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, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid and enforceable provision reflecting the parties' intent.

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