Business Upgrade Guide

BUSINESS UPGRADE GUIDE

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

RECITALS

WHEREAS, Client operates a business described as and seeks to undertake an upgrade to systems, processes, and/or services to improve operations and customer experience;

WHEREAS, Consultant provides professional advisory, technical, and implementation services related to business upgrades and has represented the expertise necessary to perform the Scope of Work set forth herein;

WHEREAS, the parties desire to set forth the terms under which Consultant will provide services and Client will compensate Consultant.

SCOPE OF WORK

Consultant will perform the services and deliverables described below. Consultant shall exercise reasonable skill, care, and diligence customary in the industry and shall perform in accordance with the schedule agreed by the parties.

System infrastructure upgrade    Software deployment    Process redesign    Staff training

Other deliverables:

TIMELINE

Project Commencement Date:    Estimated Completion Date:

PAYMENT TERMS

Client shall pay Consultant for services performed per the following terms.

Deposit: due upon execution. Remaining balance payable as follows:

Any past-due amount shall accrue interest at per month, compounded monthly, or the maximum rate permitted by law, whichever is lower. Collection costs and reasonable attorneys' fees incurred to collect overdue sums shall be reimbursed by the delinquent party.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and remain in effect until End Date: , unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed or expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (the Disclosing Party) to the other (the Receiving Party) in any form that is designated as confidential or that by its nature should reasonably be understood to be confidential. Confidential Information excludes 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 reference to the Disclosing Party's Confidential Information, or (d) required to be disclosed by law, provided prior notice is given when possible.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to third parties except to employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains all rights in pre-existing materials, methodologies, tools, and intellectual property used to perform services. Upon full payment, Consultant assigns to Client all right, title, and interest in deliverables that are specifically created for Client under this Agreement, to the extent transferable. Consultant may retain non-identifying, aggregated data and internal know-how for business purposes.

WARRANTIES; LIMITATION OF LIABILITY

Consultant represents that services will be provided in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive venue of the state and federal courts located in that jurisdiction for disputes not subject to mandatory arbitration.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or in connection with a sale of substantially all of its assets.

Relationship of Parties: Consultant is an independent contractor and nothing in this Agreement creates an employment, joint venture, or partnership relationship.

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