Business Visions Template

BUSINESS VISIONS TEMPLATE

This Business Visions Agreement ("Agreement") is made as of by and between Client Name: with Address:

and Service Provider Name: with Address:

WHEREAS

WHEREAS, Client is engaged in the business of developing strategic business concepts and seeks professional services to develop a written and implementable Business Vision and related deliverables; and

WHEREAS, Service Provider has the experience, personnel, and capability to provide the services described in this Agreement and is willing to perform such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

Deliverables shall include documented business vision statements, strategic objectives, prioritized initiatives, and an implementation road map. Interim deliverables, milestones, and acceptance criteria shall be as set forth in the attached Scope of Work or as otherwise agreed in writing by the parties.

2. Payment Terms

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the payment schedule above. Fees for services not expressly included in the Scope of Work shall be billed separately and are subject to Client approval.

Late payments will incur a late fee of per invoice and interest at the lesser of 1.5% per month or the maximum rate permitted by law on any unpaid balance commencing 30 days after the invoice date. Client shall also be responsible for any reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. In addition, either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver all work in progress and final deliverables to Client upon payment of amounts due.

4. Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include nonpublic business plans, financial information, trade secrets, customer lists, and any information marked or identified as confidential, as well as any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to those of its employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those herein, and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to the disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations under this Section shall survive termination of the Agreement for a period of three (3) years, except for trade secrets, which shall remain confidential for so long as they meet the legal definition of trade secrets.

5. Relationship of the Parties; Intellectual Property

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations related to fees paid under this Agreement.

Unless otherwise agreed in writing, Client shall own all right, title and interest in and to the final deliverables produced under this Agreement upon full payment of fees due. Service Provider shall retain ownership of its pre-existing materials, working papers, and methodologies, provided that Service Provider grants Client a nonexclusive, royalty-free license to use such materials insofar as they are incorporated into the final deliverables.

6. Limitation of Liability; Warranties

Service Provider warrants that the services will be provided in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of in accordance with the arbitration rules agreed by the parties, and judgment on the award may be entered in any court having jurisdiction.

8. Entire Agreement; Amendments

This Agreement, together with any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing). If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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