Business Strategy Analyst Proposal

BUSINESS STRATEGY ANALYST PROPOSAL

Client Name:    Client Contact:

Analyst Name:    Analyst Contact:

Proposal Number:    Effective Date:

RECITALS

WHEREAS, Client engages the Analyst to perform strategic analysis and advisory services directed at the improvement of Client's market position, operational efficiency, and long-term growth prospects under the terms set forth in this Proposal;

WHEREAS, Analyst represents that Analyst possesses the professional qualifications, experience, and personnel necessary to perform the services described herein and agrees to perform such services in accordance with the standards of the profession;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Analyst shall provide the services described below. The scope may be amended only by written agreement signed by both parties.

1. Deliverable:    Due Date:

2. Deliverable:    Due Date:

PAYMENT TERMS

Client shall pay Analyst the fees and reimburse expenses as set forth below. Fees are exclusive of taxes, unless otherwise stated. All fees are due in United States dollars unless otherwise agreed in writing.

Late payment shall incur interest and/or fees as set forth below. If any undisputed amount is not paid within thirty (30) days after the due date, Client shall pay a late fee of or interest at the rate of per month on the outstanding balance, whichever is greater.

TERM AND TERMINATION

This Proposal commences on the Start Date and continues until completion of the Scope of Work or the End Date, whichever occurs first, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Proposal 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 and the circumstances of disclosure.

The receiving party shall: (a) use the Confidential Information solely to perform its obligations under this Proposal; (b) protect the Confidential Information from unauthorized use or disclosure with at least the same degree 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 any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no breach of this Proposal; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information. Disclosure required by law or court order is permitted provided the receiving party gives prompt notice to the disclosing party and cooperates to seek protective measures.

GOVERNING LAW

This Proposal 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 courts located in that State for disputes arising out of or related to this Proposal.

ENTIRE AGREEMENT

This Proposal, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any modification to this Proposal must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Analyst is an independent contractor. Nothing in this Proposal creates a partnership, joint venture, agency, or employment relationship between the parties.

Limitation of Liability: Except to the extent prohibited by applicable law, neither party shall be liable for consequential, incidental, special, or punitive damages arising out of or relating to this Proposal.

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Proposal.

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