Business Take Off Plan

BUSINESS TAKE OFF PLAN

Parties and Effective Date

This Business Take Off Plan and Services Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client seeks to launch or substantially expand a commercial enterprise described as and requires advisory, planning, and implementation services to reach first revenue and scale; and

WHEREAS, Advisor represents that it has the experience, personnel, and capacity to provide a business take off plan and associated services under the terms set forth in this Agreement; and

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

Scope of Work

Project Milestones and Schedule

Milestone 1 (Name/Description):   Target Date:

Milestone 2 (Name/Description):   Target Date:

Payment Terms

Client shall pay Advisor the total fee of $ for the services described herein, subject to the payment schedule below.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs and attorneys' fees.

Term and Termination

Term Start Date:   Term End Date:

Confidentiality

Each party shall hold in strict confidence all non-public information disclosed by the other party in connection with this Agreement, including business plans, financial information, customer lists, pricing and marketing materials ("Confidential Information"). Confidential Information shall not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the disclosing party's Confidential Information.

The obligation of confidentiality shall continue for following the termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Advisor grants to Client a perpetual, non-exclusive, worldwide license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Advisor shall retain ownership of any pre-existing methodologies, templates, tools or proprietary materials. The parties shall negotiate in good faith any assignment or exclusive transfer of intellectual property if required by Client's investors or other stakeholders.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Advisor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND ADVISOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be submitted to binding arbitration in a mutually agreed forum. Each party shall bear its own costs, except the arbitrator may award costs and attorneys' fees where permitted by law.

Entire Agreement; Amendments

This Agreement, together with any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and communications. No amendment or modification shall be binding unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or purchaser of substantially all of its business. Any notice required under this Agreement shall be given in writing to the addresses specified by each party. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

Business Entity Type

Client Entity Type: LLC Corporation Sole Proprietorship Partnership

Acceptance

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms of this Agreement, and that the person signing has authority to bind the respective party.

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