Business Value Add Agreement

Business Value Add Agreement

This Business Value Add Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

Recitals

WHEREAS, Client operates a business and seeks strategic, operational, or financial enhancements to increase the value of the business; and

WHEREAS, Provider possesses expertise and resources to deliver advisory, implementation, and management services designed to create measurable business value in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, and terms governing Provider's performance and the parties' respective obligations.

Scope of Work

Payment Terms

Total Compensation: $

Deposit Amount: $     Balance Due Within days of invoice

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to recover overdue amounts.

Term and Termination

Term Commencement: Services will commence on and will continue until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of payment obligations for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the Recipient) shall hold in strict confidence all non-public information disclosed by the other party (the Discloser) that is designated confidential or that reasonably should be understood to be confidential (Confidential Information). Recipient shall not disclose Confidential Information to third parties without Discloser's prior written consent, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of Recipient's breach; (ii) was in Recipient's possession prior to receipt from Discloser without obligation of confidentiality; or (iii) is independently developed by Recipient without reference to Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser's Confidential Information, and certify in writing the completion of such return or destruction if requested.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing methodologies, tools, templates and materials. Provider grants Client a non-exclusive, non-transferable license to use any deliverables provided hereunder solely for Client's internal business operations. Any new work product specifically commissioned and paid for in full by Client may be assigned to Client by written agreement of the parties.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider represents that it will perform services in a professional manner consistent with industry standards. Client shall indemnify and hold Provider harmless from claims arising from Client's use of Provider's deliverables except to the extent caused by Provider's gross negligence or willful misconduct. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall not exceed the amounts paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

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.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective unless executed in writing by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice to the other. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in certified mail, or one (1) business day after delivery by nationally recognized overnight courier.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and transmissions of executed counterparts shall be binding and effective.

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