Business Target Agreement

BUSINESS TARGET AGREEMENT

This Business Target Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: and Client Name: .

WHEREAS

WHEREAS, Company Name: possesses expertise in business development, sales strategy, and go-to-market execution; and

WHEREAS, Client Name: wishes to engage Company to pursue specified business targets and to compensate Company upon achievement of such targets under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, targets, payment mechanics, confidentiality obligations, and other terms governing the relationship.

SCOPE OF WORK

Company will provide services to identify, pursue, and secure new business opportunities (the Services) targeted at the following objective(s): Target Description:

Deliverables and acceptance criteria: Company shall document and deliver progress reports and evidence of target achievement as reasonably required by Client. Each deliverable shall include dates, metrics and supporting documentation sufficient to confirm attainment of the applicable target.

PAYMENT TERMS

Payments due upon achievement of specified target milestone(s). The parties agree that a target milestone will be deemed achieved only when Company provides written evidence satisfactory to Client demonstrating the attainment of the agreed metric(s). Unless otherwise stated, Client shall remit cleared funds within calendar days of invoice date.

Late payment: Any amounts not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum permissible by applicable law. In addition, a late fee of may be charged after a grace period of days.

Taxes: All fees are exclusive of taxes. Each party is responsible for its own taxes, except invoiced transaction taxes which shall be paid by Client where required by law.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and targets achieved prior to termination.

CONFIDENTIALITY

Definition: “Confidential Information” means non-public information disclosed by one party to the other, whether oral, written, or electronic, including trade secrets, business plans, financial data, customer lists, pricing, and technical information, but excluding information that: (a) is or becomes public through no fault of the recipient; (b) was rightfully in the recipient’s possession prior to disclosure; or (c) is independently developed by the recipient without use of the disclosing party’s Confidential Information.

Obligations: The recipient shall (i) maintain Confidential Information in strict confidence using no less than reasonable care, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes the assigning party’s obligations.

Independent Contractor: Company is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, or agency relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other from and against third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement.

GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written. Any amendment must be in a writing signed by both parties.

NOTICES

Notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses specified above, or to such other address as a party may designate by notice to the other in accordance with this section.

Authority: Each person signing below represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign, and that this Agreement constitutes a legal, valid and binding obligation of such party.

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