Business Understanding Letter

BUSINESS UNDERSTANDING LETTER

Effective Date:

Parties

Recitals

WHEREAS, Client requires certain services relating to business advisory, project planning, and related deliverables described herein; and

WHEREAS, Provider represents that it has the expertise and resources necessary to perform the services described in this Letter and is willing to provide such services under the terms set forth below; and

WHEREAS, the parties desire to set forth their mutual understanding of the scope, fees, schedule and legal provisions governing the relationship prior to execution of any more detailed agreement.

Scope of Work

Payment Terms

Total Fee: USD . Fees are exclusive of applicable taxes unless otherwise stated.

Payment Terms: Invoices issued by Provider are payable within days of invoice date.

Late Payment: Unpaid amounts shall incur interest at the lesser of (a) a rate of % per month, calculated monthly, or (b) the maximum rate permitted by applicable law. In addition, the Provider may suspend performance for overdue invoices after providing written notice.

Term and Termination

Term: This Letter shall commence on and shall continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Letter for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may immediately terminate this Letter upon written notice if the other party materially breaches any provision and fails to cure such breach within 14 days after receipt of written notice.

Confidentiality

Each party (the "Receiving Party") shall keep confidential any non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use or disclose Confidential Information except to perform its obligations under this Letter and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (a) publicly known through no breach by the Receiving Party, (b) rightfully received from a third party without restriction, (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law or valid order of a court or governmental agency, provided the Receiving Party gives prompt notice to the Disclosing Party to seek protective relief.

Duration of Confidentiality: The obligations in this section shall continue for years from the date of disclosure.

Work Product and Intellectual Property

Ownership: Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing methodologies and materials. All deliverables and Work Product created specifically for Client under this Letter shall be deemed "Work Product." Upon full payment of all fees due, Provider assigns to Client all right, title and interest in the Work Product except for Provider's pre-existing materials and any third-party materials embedded therein.

License Back: Provider retains a royalty-free, worldwide, non-exclusive license to use general knowledge, experience and skills acquired during performance, provided such use does not disclose Client's Confidential Information or Work Product.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Letter. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS LETTER SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM.

Governing Law

This Letter shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles.

Notices

Entire Agreement

This Letter, together with any attachments or statements of work referenced herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification of this Letter must be in writing and signed by duly authorized representatives of both parties.

Acceptance

The parties indicate their acceptance of the terms in this Business Understanding Letter by signing below. Execution by electronic signature or scanned signature is acceptable and shall be treated as an original.

Sign Now