Business Success Document

Business Success Document

This Business Success Document (the "Agreement") is made effective as of between:

Recitals

WHEREAS, Client seeks to engage Service Provider to provide business development, strategic advisory, and implementation services intended to improve Client's operational performance and market outcomes; and

WHEREAS, Service Provider represents that it possesses the professional experience, personnel and resources necessary to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement, deliverables and compensation.

Scope of Work

Service Provider will perform the services and deliverables described below. The parties acknowledge that specific milestones, acceptance criteria and performance metrics will govern each deliverable.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the payment provisions set forth below.

Service Provider will submit invoices upon completion of invoiced milestones. Client shall pay each invoice within days of receipt.

Any undisputed amount not paid when due shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition, Client shall pay a late payment administrative fee of for each late invoice.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the other party fails to cure a material breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

The parties acknowledge that during the course of this engagement they may exchange confidential and proprietary information ("Confidential Information"). Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) not to disclose such information to any third party except as expressly permitted by this Agreement or required by law; and (c) to use such information solely for the purposes of performing under this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in that state, and the parties submit to the exclusive jurisdiction of those courts.

Entire Agreement

This Agreement, including any exhibits or 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Each party agrees to indemnify and defend the other against any third-party claims to the extent arising from the indemnifying party's breach, negligence or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice to the other. Notices are effective upon receipt.

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