Business Uplift Document

BUSINESS UPLIFT AGREEMENT

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to provide professional services to enhance Client's commercial operations, systems, and revenue-generating capabilities (the "Services");

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the Services and to implement business uplift strategies in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Services will be provided and the consideration to be paid.

Scope of Work

Service Provider will perform the Services described below. The Services include the deliverables, milestones, and responsibilities set forth in this Scope of Work.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued in accordance with the Payment Schedule. Payments are due within days of invoice date. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated pursuant to this section.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Upon termination, Provider will deliver all work in progress and Client will pay for Services performed up to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement that is marked confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information which: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information solely to perform its obligations under this Agreement. Upon termination or expiration, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party. The confidentiality obligations in this section shall survive termination for a period of unless a longer period is required by law.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, and the aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Notices

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

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto and any Statements of Work executed pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, that provision will be struck and the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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