Business Strategy and Plan

BUSINESS STRATEGY AND PLAN

This Business Strategy and Plan Agreement (the "Agreement") is entered into by and between Client Name: and Consultant Name: . Each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to retain Consultant to prepare and deliver a written Business Strategy and Plan tailored to Client's business objectives, market position, growth targets, and operational capabilities; and

WHEREAS, Consultant represents that Consultant has the professional qualifications, experience and resources to perform the services described in this Agreement and will do so in a professional and workmanlike manner;

WHEREAS, the Parties desire to set forth the terms and conditions governing the Consultant's preparation, delivery, acceptance and ownership of the Business Strategy and Plan.

SCOPE OF WORK

Consultant shall provide strategic advisory services and deliverables as described below. Deliverables include a written Business Strategy and Plan document addressing objectives, market analysis, competitive positioning, product/service strategy, operational plan, financial projections and implementation milestones. The Parties acknowledge that the scope may be refined in writing by mutual agreement.

DELIVERABLES, MILESTONES & ACCEPTANCE

PAYMENT TERMS

Client shall pay Consultant fees for services and deliverables as set forth below. All amounts are due in United States dollars unless otherwise agreed in writing.

Overdue amounts shall incur interest at the lesser of an annual rate equivalent to or the maximum permitted by applicable law. Client shall also reimburse Consultant for reasonable collection costs and attorneys' fees incurred to recover past-due amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to the effective termination date. Either Party may terminate immediately for material breach that is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and deliverables delivered through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical and financial information disclosed by either Party to the other that is marked confidential or that a reasonable person would understand to be confidential. Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as authorized herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement. Confidentiality obligations do not extend to information that is (i) publicly known through no breach by Recipient, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law, in which case Recipient shall provide prompt written notice to disclosing Party to allow protective measures.

INTELLECTUAL PROPERTY

Except as expressly provided herein, Consultant retains all background intellectual property and preexisting materials used in performing the services. Upon full payment of all fees due, Consultant assigns to Client all right, title and interest in the final deliverables specifically prepared for Client under this Agreement, subject to Consultant's right to retain non-confidential templates, methodologies and know-how. The Parties may agree in writing to different ownership or licensing terms for specific components.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither Party shall be liable to the other for consequential, indirect, incidental, punitive or special damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement in 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 conflicts of law principles. The Parties consent to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT AND AMENDMENT

This Agreement, including any attachments and written statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by both Parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any other agreement or applicable law. Consultant warrants that services will be provided in a professional manner consistent with industry standards.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the waiving Party.

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