This Consultation Agreement (“Agreement”) is made by and between Pro Business Plans (“PBP”) and (“Client”) has an ownership interest, controlling stake, or managing stake.
Client and PBP agree to the following terms and conditions:
PBP shall prepare a business plan (“Business Plan”) for Client upon the terms and conditions set forth herein.
Client shall pay PBP a Flat Fee in full for services included in this Agreement prior to commencement of the Business Plan by PBP.
PBP will offer Client the opportunity of choosing a split payment option. Should client choose the split payment option, the following payment schedule will apply:
- Client shall pay PBP 50% of the Flat Fee prior to commencement of the Business Plan by PBP.
- Client shall pay the remaining balance upon delivery of the completed Business Plan, or within 15 days after the first draft of the Business Plan is delivered to Client (through electronic mail or any other method), whichever is sooner. PBP is authorized to process the remaining balance due at that time without prior notice to Client. Client agrees to pay any fees, commissions, and/or costs associated with the collection of monies due PBP for services rendered.
Revisions to the Business Plan will be completed free of charge for a period of 15-days after the first draft of the Business Plan is delivered to Client (through electronic mail or any other method). Any changes beyond the 15-day period will have an additional charge depending on the nature of the change.
In witness whereof, the parties hereto have executed this agreement, or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of as of the dates below.
GENERAL TERMS AND CONDITIONS
- Completed Business Plan: Once Pro Business Plans receives verbal or written confirmation from client stating their acceptance of the Completed Business Plan, client is deemed to have accepted the final draft. Pro Business Plans will then deliver the final draft to client by e-mail. If within 15 days of client’s receipt of the first draft of the Business Plan, they do not accept the Business Plan draft or provide revisions, then the obligation to client under these General Terms and Conditions ceases. Any remaining fees will be collected, and no refunds will be made to the client.
- Ownership and Rights: Pro Business Plans is the owner of all rights, title, and interest to any materials provided on behalf of the Client; including copyright, proprietary rights, or service/trademarks, until paid in full for its services. Upon payment in full, Pro Business Plans releases all rights, title, and interest to these materials and grants client the ownership of all rights, title, and interest to the draft.
- Good Faith Cooperation: Client shall cooperate with Pro Business Plans in good faith, regarding prompt follow up and request for information.
- Absence of Warranties: Pro Business Plans shall use reasonable diligence in fulfilling its obligations under this Agreement. Pro Business Plans makes no representations or warranties regarding the business success of Client. The Client’s success or failures are its own.
- No Personal Liability: Neither Pro Business Plans nor its directors, officers, employees, agents, subcontractors, and representatives (collectively, “Representatives”), shall be personally liable, whether directly or indirectly, by reason of any default by Pro Business Plans or its Representatives in the performance of any of the obligations of Pro Business Plans or its Representatives herein.
Limitation of Liability and Indemnification.
- Client agrees to use the drafts lawfully. Client agrees to indemnify and hold Pro Business Plans harmless from all loss, damages, costs or expenses, including attorney’s fees, other than those caused by the acts or omissions of Pro Business Plans arising out of any breach of these Terms and Conditions. In no event will Pro Business Plan’s liability exceed the amounts paid to Pro Business Plans by Client.
- IN NO EVENT WILL PRO BUSINESS PLANS, OR ITS REPRESENTATIVES BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT(S), BUSINESS INTERRUPTION, DENIAL AND LOSS OF LOANS AND INVESTMENTS, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION OR TRANSACTIONS PROVIDED ON THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE, EVEN IF PRO BUSINESS PLANS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION THROUGH THE SERVICE PROVIDED BY PRO BUSINESS PLANS. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES PRO BUSINESS PLANS’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Entire Agreement. This represents the entire agreement between Pro Business Plans and Client and supersedes and cancels all other contracts, agreements, representations and understandings between the parties, whether written or oral, expressed or implied, with respect to the subject matter hereof.
- Amendment and Governing Law: This Agreement may be amended only in writing signed by all parties which expressly refers to this Agreement and specifically states that it is intended to amend it. This Agreement may not be modified by an oral agreement. Because clients of Pro Business Plans can be located anywhere in the world, Client agrees that the venue for adjudicating any claims between the parties shall be in Los Angeles, CA, USA.
- Confidentiality. All deliverables and collateral developed during the engagement will be deemed confidential and Pro Business Plans will not share details about the project with any third-party without the written permission of Client. Pro Business Plans may disclose its role as a business plan advisor to Client in general terms to future clients.
- Execution. This agreement may be executed in one or more counterparts, in electronic form, at different times and places. When Parties have executed, either physically or electronically, a counterpart of this agreement, it shall be binding on all Parties notwithstanding that all of them may not have signed the same counterpart. A facsimile or other copy of an executed counterpart hereof, such as an e-mailed PDF copy, shall have the same effect as an original.