Business Strategic Planning

Business Strategic Planning Agreement

This Business Strategic Planning Agreement (the Agreement) is made and entered into by and between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client is engaged in the operation and management of its business and desires professional assistance in defining and implementing strategic business objectives, market positioning, and organizational priorities; and

WHEREAS, Consultant represents that it has the expertise, personnel and resources necessary to provide business strategic planning services to Client and is willing to provide such services in accordance with the terms and conditions of this Agreement.

1. Scope of Work

Consultant shall perform strategic planning services for Client as described below, including but not limited to market analysis, competitive assessment, development of strategic objectives, action planning, and facilitation of planning workshops. Specific tasks, milestones and acceptance criteria are set forth in the Scope of Work.

2. Payment Terms

As consideration for the work performed under this Agreement, Client shall pay Consultant the fees and reimburse expenses as set forth below.

Any undisputed invoice not paid within days of receipt shall accrue interest at the rate of percent per month (or the maximum rate permitted by law if lower). Client shall reimburse Consultant for reasonable costs of collection of overdue amounts, including attorneys' fees.

3. Term and Termination

This Agreement commences on the Effective Date and shall continue until the End Date or until terminated in accordance with this section.

Effective Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. Confidentiality

Each party shall keep confidential all non-public, proprietary or business information disclosed by the other party ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known through no wrongful act of the receiving party; (b) was known by the receiving party prior to disclosure; or (c) is rightfully received from a third party without restriction. The receiving party shall not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligation of confidentiality shall survive termination of this Agreement for years, except to the extent a longer period is required by applicable law.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Consultant shall retain ownership of any pre-existing methodologies, tools, templates and materials used or developed in connection with the services. Client is granted a non-exclusive, perpetual license to use deliverables provided upon full payment of fees. If specific assignment of intellectual property is required, it must be documented and signed by both parties.

6. Independent Contractor; Insurance

Consultant is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship. Consultant shall maintain commercially reasonable insurance coverage and furnish proof of insurance upon Client request.

7. Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. Consultant's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement.

8. Expenses

Client shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with the performance of services, provided that any single expense item in excess of the amount specified below requires Client's prior written approval.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be resolved through binding arbitration in accordance with the commercial arbitration rules agreed by the parties.

10. Entire Agreement; Amendment

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. Notices

All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses listed below or to such other addresses as either party may designate by notice.

12. Signatures

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