Prosper Business Plan

PROSPER BUSINESS PLAN AND SERVICES AGREEMENT

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of preparing comprehensive business plans, financial forecasts, and associated advisory services, and possesses experience and staff necessary to perform such services; and

WHEREAS, Client desires to retain Provider to prepare a business plan titled: and Provider agrees to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, deliverables, payment terms, confidentiality obligations and other terms in a written agreement effective as of the date set forth below.

Engagement Details

Engagement Commencement Date:

Executive Summary

Market Analysis

Operations & Management Plan

Financial Projections

Use of Funds

Scope of Work

Provider will prepare and deliver a professional business plan and associated deliverables as described below. Provider's obligations include but are not limited to preparing financial statements, market analysis, executive summary, investor presentation slide deck, and up to two rounds of revision as expressly set out herein.

Payment Terms

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

Invoicing Terms:

Late Fee: on overdue balances plus reasonable collection costs.

Term and Termination

Term Start Date: — Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination shall not relieve Client of obligations to pay for Services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that it may receive confidential or proprietary information of the other party. Recipient shall: (a) hold such information in strict confidence; (b) not disclose such information to third parties except to employees, agents or contractors who have a need to know and are bound to confidentiality no less protective than this Agreement; and (c) use such information only to perform its obligations under this Agreement. The obligations in this paragraph shall survive termination for years from the date of disclosure.

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 methodologies, templates, and underlying intellectual property used or developed in performing the Services. Any transfer of ownership must be expressly set forth in a written amendment signed by both parties.

Representations, Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Except for breaches of confidentiality or willful misconduct, Provider's liability for direct damages shall be limited to the total fees paid by Client under this Agreement. In no event shall either party be liable for indirect, special, incidental or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Agreement, including any attached schedules or statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Amendments must be in writing and signed by both parties.

Acknowledgment

By signing below, the individuals executing this Agreement represent and warrant they are duly authorized to bind the respective parties and agree to be bound by the terms and conditions herein.

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