Business Strategy Agreement

BUSINESS STRATEGY AGREEMENT

This Business Strategy Agreement (the "Agreement") is entered into as of the Effective Date set forth below, by and between Client Name: , with principal address: , and Consultant Name: , with principal address: .

Recitals

WHEREAS, Client desires to engage Consultant to provide strategic advisory services to support Client’s business planning, market positioning, and organizational execution; and

WHEREAS, Consultant has the professional expertise and experience to provide strategic planning, market analysis, and implementation guidance, and is willing to perform such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Consultant will provide business strategy services as described below. Consultant shall perform the tasks with reasonable skill and care and in a professional and timely manner.

2. Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Consultant in accordance with the terms set forth below.

Any undisputed amount not paid within days of the invoice due date shall bear interest at the lesser of per month or the maximum rate permitted by law. Client shall also reimburse Consultant for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may also terminate immediately for material breach by the other party if such breach remains uncured for 15 days following written notice specifying the breach.

Upon termination, Consultant shall be entitled to payment for services performed and expenses incurred through the effective date of termination, subject to Client’s right to set off amounts for Consultant’s uncured breaches.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known without breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party free of restrictions; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and reasonably cooperates in any effort to limit disclosure.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

5. Intellectual Property

Unless otherwise agreed in writing, Consultant shall retain ownership of Consultant's pre-existing intellectual property and methodologies. Consultant hereby grants Client a non-exclusive, worldwide, royalty-free license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Consultant warrants that the deliverables will not infringe third-party intellectual property rights, and Consultant will indemnify Client for breaches of this warranty.

6. Warranties; Limitation of Liability

Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

7. Governing Law

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

8. Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by both parties.

9. Miscellaneous

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

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