Business Winners Guide

BUSINESS WINNERS GUIDE

This Business Winners Guide (the Agreement) is entered into by the parties identified below for the purpose of defining the deliverables, payment, confidentiality and other material terms governing a strategic business engagement. Client Name: , Client Address: ; Provider Name: , Provider Address: .

WHEREAS

WHEREAS, Client seeks advisory services, strategic planning and implementation assistance described in this Agreement to improve business performance and competitive positioning; and

WHEREAS, Provider represents that it has the experience and resources necessary to deliver the services set forth in the Scope of Work and desires to perform such services on the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement effective as of Effective Date: .

SCOPE OF WORK

Provider will perform the services described below (the Services). Provider will exercise commercially reasonable efforts to achieve the milestones and deliverables set forth in the Scope of Work and will report progress to Client as mutually agreed.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in exchange for the Services. All amounts are due in U.S. dollars and any expenses reimbursable by Client must be pre-approved in writing.

Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum permitted by law, if lower), plus reasonable collection costs. Late fee assessed after days past invoice due date.

TERM AND TERMINATION

The term of this Agreement begins on Start Date: and ends on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for days after written notice. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination or for non-cancellable commitments properly incurred by Provider.

CONFIDENTIALITY

“Confidential Information” means information designated or reasonably understood to be confidential, including business plans, financials, customer lists and trade secrets. Each party shall: (a) hold Confidential Information of the other in strict confidence using reasonable care; (b) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound to protect it; and (c) not use Confidential Information except to perform its obligations under this Agreement.

Confidential Information does not include information that is: (i) already known without obligation of confidence; (ii) publicly available through no fault of the receiving party; (iii) lawfully received from a third party without restriction; or (iv) independently developed. If a receiving party is required by law or valid order to disclose Confidential Information, it shall promptly notify the disclosing party to permit protective measures and shall disclose only the portion legally required.

The confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets, which shall remain protected for so long as they meet the legal definition of a trade secret.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client’s internal business purposes. Provider retains ownership of Provider pre-existing materials, methodologies and tools. Any new intellectual property created jointly shall be owned as agreed in writing; absent such agreement, ownership will vest with Provider and Client shall have a perpetual license to use deliverables as intended.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify and hold the other harmless from third-party claims arising from the indemnifying party’s gross negligence or willful misconduct. Except for a party’s breach of confidentiality, indemnification obligations, or liability for gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special, punitive or lost profits damages. Aggregate direct liability of each party arising out of this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months 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 conflict of law principles. Venue for any dispute arising hereunder shall be the state or federal courts located in the county designated by Client in the foregoing field unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be given in writing to the addresses set forth above and shall be effective upon receipt. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets. If any provision is held invalid, the remainder will remain in effect.

PARTY INFORMATION

Sole Proprietor LLC Corporation Other:

Sole Proprietor LLC Corporation Other:

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