Business Strategic Consultation

BUSINESS STRATEGIC CONSULTATION AGREEMENT

This Business Strategic Consultation Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Consultant Name: .

RECITALS

WHEREAS, Client seeks professional strategic guidance to evaluate and advance its business objectives, including but not limited to market positioning, organizational alignment, and growth strategy; and

WHEREAS, Consultant possesses expertise in business strategy, market analysis, and implementation planning and is willing to provide consulting services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the performance, payment and deliverables associated with the consulting engagement.

SCOPE OF WORK

Consultant shall provide strategic consultation services as described below. Consultant shall perform such services with reasonable skill and professional care consistent with industry standards.

PAYMENT TERMS

Client shall pay Consultant the fees and reimburse the expenses set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above following written notice. Upon termination, Client shall pay Consultant for services performed and reimbursable expenses incurred up to the effective date of termination and for any non-cancellable commitments reasonably made prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the Services it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using the same standard of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except as permitted herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received by the receiving party from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful attempt to limit or contest the disclosure.

OWNERSHIP AND DELIVERABLES

Unless otherwise agreed in writing, Consultant retains ownership of Consultant's preexisting tools, methodologies and templates. Upon full payment of fees due under this Agreement, Consultant assigns to Client all right, title and interest in and to work product specifically prepared for Client under this Agreement, provided however that Consultant may retain non-identifying compilations and may use knowledge and experience gained during performance.

LIMITATION OF LIABILITY AND INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Client shall indemnify and hold Consultant harmless from and against any third-party claims arising from Client's use of the deliverables in a manner inconsistent with this Agreement, provided Consultant acted in accordance with the scope set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.

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