Memorandum of Understanding

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Beyond Breakeven, Inc.,

Memorandum of Understanding and Terms of Purchase Agreement
Whereas

hereinafter referred to as “Client” is interested in engaging Beyond Breakeven, Inc. for the construction of a Business Plan, hereinafter referred to as the “Plan”, and whereas Beyond Breakeven, Inc., hereinafter referred to as “BBI” is interested in assisting the Client in the construction of the Plan, Now therefore, in order to clarify the scope of work and duties of the collective parties, Client confirms his/her agreement and understanding of the Plan development process as follows: I understand that the construction of the Plan is a collaborative effort that requires my time and input, and hence my responsiveness and cooperation will directly affect its quality and completion time.
I understand that my Plan will be a creation based on my ideas and estimates. Hence, should my initial plans prove to be not workable or fundable, I understand that it may be necessary for me to rethink and redesign some, if not all, of my plans, estimates and projections.
I understand that a workable and comprehensive Business Plan is an integral and essential part of a funding application package but is only one part of the many factors considered by funding sources in determining their interest in a particular deal. While it greatly enhances the likelihood of funding, the Plan itself does not guarantee a loan, grant, lease or any other type of funding. Further, I understand that BBI does not directly grant credit or loan monies of any kind or nature, but will assemble and present on my behalf, a comprehensive loan package to the appropriate and applicable proprietary funding sources.
I understand that prompt and full disclosure of business and personal financials is essential to a timely and successful funding.
I understand that with my input and collaboration, BBI will deliver the following: * Review of Business Entity Options (i.e., LLC, C-Corp., or S-Corp, Sole Proprietorship, Partnership) * Development of Asset Protection Strategies * Personalized Corporate Seal & Corporate Book including, 20 personalized stock certificates, stock ledger, minutes and resolutions and bylaws. * Corporate Forms CD (fill in the blanks forms on compact disc for use with your computer) * Business Valuation and Valuation software (if a business acquisition is part of the project) * Entry and participation in the “Opening Doors to Business Credit” program (secrets to building corporate credit) * Advertising and Marketing Strategies * Contracts: Letter of Intent, Purchase Proposal, Purchase Agreement (when applicable) * Strategic Planning sessions * Business Plan to include: Project Narrative Overview, 4 Dimensional Project Design, and description of Management A description of the Expertise of the Company Staff, Organizational Chart, Position Agreements (job descriptions), Marketing Plan, Pro Forma (first 12 months and year two and year three projections), Supporting Assumptions and Details, Cash Flow Analysis, Break-even Analysis * Schedule of Project Costs * Funding Plan (recommended deal structure) * Proofing of All Documents for Completeness * Loan Packaging and Presentation to Appropriate Resources (when applicable) * Method for “immediate” issuance of Federal Employer Identification Number (FEIN)
I understand that upon completion of my business plan, marketing plan and schedule of project costs, BBI will construct a “strategic funding plan and recommended deal structure” based on my unique design, corresponding needs and lender criteria. BBI will continue to provide reasonable assistance to me in this regard until a workable funding plan can be developed.
I agree and understand that I am remitting an engagement fee for business consulting services as outlined in my executed “Memorandum of Understanding” with Beyond Breakeven, Inc. I further understand and agree that the Beyond Breakeven, Inc. process involves an intense education, which cannot by its nature be undone nor returned. And, that deliverables with a monetary value that far exceed the engagement fee will be provided to me within the first few days of the process. For these reasons, I consider the engagement fee remitted through this transaction to be fully earned upon my submission of this form. Further, I agree and understand that due to the educational nature and value of this program that there is no option to return the information for a refund or credit of any kind, and that all sales are final. I agree to allow Beyond Breakeven, Inc. to bill me through my chosen method of payment for the full engagement fee as referenced in the Beyond Breakeven, Inc. client acceptance email. All projects have a six month time limit from date of project acceptance for completion. I understand and agree that this contract is non-cancellable. In furtherance thereof, I agree not to seek a refund from any credit card company or third party lender or payee and agree to waive any and all right of chargeback. I further agree that this Agreement is formed in the State of Florida and that Florida law shall govern this contract and any dispute between the parties. In the event of any legal dispute, legal action or any other dispute that the sole and exclusive jurisdiction and venue shall be in the State of Florida, Hillsborough County and I consent to personal jurisdiction there. Further, in the event of a legal dispute being filed, I agree that the prevailing party shall be entitled to recover its attorney’s fees and costs. I agree that BBI shall not in any event be liable for indirect or consequential damages of any nature, and that BBI’s liability shall be limited to the fee paid to BBI by me. During the term of this Agreement and after the agreement concludes or is terminated for any reason, the Parties agree that they shall not disparage nor make negative statements about the services provided under this Agreement. This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. Modifications and amendments to this agreement, including any exhibit or appendix, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.