Business Standard Plan

BUSINESS STANDARD PLAN

This Business Standard Plan ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client desires to procure from Provider certain standard business planning services as more fully described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to perform the services required under this Agreement and is willing to perform such services on the terms set forth below.

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, and other material terms governing the provision of the Business Standard Plan.

SCOPE OF WORK

Provider shall prepare and deliver a Business Standard Plan that includes market analysis, financial projections, operational recommendations, and a written deliverable suitable for presentation to investors or lenders, as applicable. The scope below describes the standard package; any deviations shall be documented as change orders and billed pursuant to Payment Terms.

PAYMENT TERMS

Client shall pay Provider for the services described in this Agreement in accordance with the fee schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Client shall be responsible for any sales, use, or similar taxes arising from the fees payable hereunder.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. In the event of termination for cause, the non-breaching party may terminate immediately upon written notice where the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services rendered and expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect the Confidential Information from unauthorized disclosure. If disclosure is required by applicable law or a binding order of a court or governmental authority, the receiving party shall provide prompt written notice to the disclosing party to the extent permitted by law and shall cooperate with reasonable requests to seek a protective order or confidential treatment.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement (including any exhibits, schedules, and executed change orders) constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties. Provider shall be responsible for all taxes and obligations applicable to Provider and Provider's personnel.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all of Provider's assets, or corporate restructuring, provided that the assignee assumes Provider's obligations hereunder.

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