Business Strategy Letter

BUSINESS STRATEGY LETTER

This Business Strategy Letter (the "Agreement") is made effective as of by and between Client Name: and Consultant Name: .

RECITALS

WHEREAS, the Client operates a business engaged in and seeks strategic advisory services to advance its commercial objectives; and

WHEREAS, the Consultant possesses experience and expertise in business strategy, market analysis, and implementation planning and is willing to provide such services to the Client under the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, deliverables, fees, term and other material terms of the engagement in this Agreement.

SCOPE OF WORK

The Consultant will provide advisory and strategic planning services as described below. The Consultant shall perform the services with reasonable skill, care and in a timely manner consistent with industry standards.

Target completion for primary deliverables:

PAYMENT TERMS

As consideration for the services, the Client agrees to pay the Consultant the fees set forth below. All fees are in U.S. dollars unless otherwise stated.

Deposit amount (if any):

Invoices are payable within days of receipt. Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law) from the date due until paid in full. Client shall also reimburse reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that is not cured within 15 days of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) employ reasonable measures to safeguard Confidential Information from unauthorized use or disclosure.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they remain trade secrets. Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) was developed independently by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party provides prompt written notice and cooperates reasonably with any lawful effort to obtain confidential treatment.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains ownership of its pre-existing intellectual property and methodologies. All work product specifically created for and paid for by the Client under this Agreement shall be deemed "Work Product" and ownership thereof shall be transferred to the Client upon full payment. Consultant may, however, retain and reuse general knowledge, skills, know-how and non-confidential concepts developed in the performance of the services.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Consultant to Client for any and all claims arising out of this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

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