Business Strategies Template

BUSINESS STRATEGIES TEMPLATE

PARTIES

This Business Strategies Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Client seeks professional strategic business planning, market analysis, and implementation support to advance Client's commercial objectives; and

WHEREAS, Consultant represents that Consultant has the expertise, personnel, and resources necessary to provide business strategy services and is willing to perform such services for Client under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Consultant will provide strategic advice, deliverables, and implementation assistance to Client.

SCOPE OF WORK

Consultant shall perform the services described below (Services). Consultant shall provide the personnel, materials, and otherwise reasonably necessary resources to perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As consideration for the Services, Client shall pay Consultant as follows.

All amounts are payable in the currency specified in the invoice. Consultant may suspend Services for nonpayment following seven (7) days' prior written notice. Client shall also reimburse Consultant for reasonable out-of-pocket expenses pre-approved by Client.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall expire on .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to termination. Either party may terminate this Agreement immediately for material breach that remains uncured for ten (10) days after written notice of breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" includes business plans, strategic analyses, customer lists, pricing, and other non-public information disclosed in connection with this Agreement, but excludes information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement. Upon termination, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction upon request.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains ownership of its preexisting methodologies, templates, tools, and other intellectual property. Client shall receive a limited, nonexclusive, nontransferable license to use deliverables provided as part of the Services for Client's internal business purposes. Consultant grants no rights under this Agreement to source code or proprietary algorithms except as expressly set forth.

INDEPENDENT CONTRACTOR; INSURANCE

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship. Consultant shall be solely responsible for all taxes, withholdings, and other statutory obligations. Consultant shall maintain commercially reasonable insurance coverage appropriate to the Services.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. CLIENT'S RECOVERY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. Any dispute arising out of this Agreement shall be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments referenced herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

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