Business Trends Presentation

BUSINESS TRENDS PRESENTATION

This Business Trends Presentation Agreement (the Agreement) is entered into by and between Presenter: with principal address at , and Client: with principal address at .

RECITALS

WHEREAS, Presenter is engaged in preparing and delivering presentations, analyses and written materials relating to current and projected business trends, market dynamics and industry benchmarking;

WHEREAS, Client desires to retain Presenter to prepare and deliver a Business Trends Presentation as further described in this Agreement, and Presenter agrees to provide such services under the terms and conditions set forth below;

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

SCOPE OF WORK

Presenter shall prepare and deliver a Business Trends Presentation addressing market conditions, competitive dynamics, quantitative trend analysis and recommendations tailored to Client's stated objectives. Presenter shall provide the following deliverables and services:

Presentation Date:    Location/Venue:    Estimated Duration:

PAYMENT TERMS

Client agrees to pay Presenter the fees set forth below in consideration for the services and deliverables. All amounts are stated in the currency specified by the parties.

Any undisputed past due amount shall accrue interest at % per month (or the maximum rate permitted by law), compounded monthly, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receiving written notice specifying the breach.

Upon termination, Client shall pay Presenter for all work performed and non-cancellable commitments incurred through the effective termination date. Presenter shall deliver any completed deliverables and materials for which Client has paid.

CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by one party to the other shall be held in confidence and used solely for performance under this Agreement. "Confidential Information" includes non-public business information, analyses, data, financial information, customer lists, trade secrets and presentation materials, whether in written, oral or electronic form, that is marked or reasonably understood to be confidential.

The receiving party shall not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound to confidentiality obligations at least as restrictive as those herein. Confidential Information shall not include information that is (i) publicly available through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without reference to the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given prior notice and the disclosure is limited to the extent required.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Presenter retains all right, title and interest in methodologies, analyses, underlying data sets, models and intellectual property used or developed by Presenter prior to or independent of this Agreement ("Presenter IP"). Client is granted a non-exclusive, non-transferable license to use the final presentation deliverables for Client's internal business purposes only, subject to payment in full of all fees. Any third-party materials incorporated into deliverables remain subject to their respective licenses.

REPRESENTATIONS, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Presenter warrants that the services will be performed in a professional and workmanlike manner. Except for gross negligence or willful misconduct, Presenter’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Presenter under this Agreement. Client will indemnify and hold Presenter harmless from third-party claims arising from Client’s misuse of deliverables or reliance beyond the scope of 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 conflict of laws principles. Exclusive venue for any dispute shall be the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, understandings and representations, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party provides by notice. Notices shall be deemed given when personally delivered, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

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