Business Vision Memo

Business Vision Memo and Agreement

Parties

Party A Name:   Party A Address:

Party B Name:   Party B Address:

Recitals

WHEREAS, Party A possesses experience and capabilities in strategic business planning and market positioning and has prepared a proposed vision, strategic objectives and initial deliverables for Party B; and

WHEREAS, Party B desires to engage Party A to document and refine a Business Vision, including a high-level strategic framework, implementation milestones and budgetary estimates, and Party A is willing to provide such services subject to the terms and conditions set forth in this Memo and Agreement; and

WHEREAS, the parties intend to reduce to writing the scope, payment terms and confidentiality protections applicable to the work described herein.

Effective Date

Effective Date:

Scope of Work

Description: The Consultant shall produce a Business Vision Memo that includes an executive summary, strategic objectives, target markets, key performance indicators, implementation milestones and recommended resource allocations. The deliverables shall be provided in electronic format unless otherwise agreed in writing.

Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Deposit Amount: $   Balance Due: $

Late Payment: Any amount not paid within days of invoice shall accrue interest at % per month or the maximum allowed by law, whichever is less. In addition to interest, the non-defaulting party may recover reasonable collection costs and attorneys' fees.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve the terminating party of liabilities incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured for a period of ten (10) days following written notice specifying the breach. Upon termination for cause, the non-breaching party shall be entitled to recover damages and any unpaid fees for services performed through the termination date.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential, including business plans, financial data, customer lists, and strategic analyses.

Obligations: Each party shall (a) hold Confidential Information of the other party in strict confidence, (b) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the purposes of performing under this Agreement. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they retain trade secret status under applicable law.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is received from a third party without similar restrictions, or is independently developed without reference to the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided the disclosing party gives prompt notice and cooperates with any lawful effort to limit disclosure.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT, EXCEPT FOR BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT.

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 rules. Any dispute arising under or in connection with this Agreement shall be resolved in the courts located within that State unless the parties mutually agree in writing to arbitration.

Entire Agreement; Amendments

This Memo and Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties to be enforceable.

Execution and Authority

Each person signing below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which such person signs and that such party will be bound by the terms hereof.

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