Advisor Services Agreement

ADVISOR SERVICES AGREEMENT

This Advisor Services Agreement ("Agreement") is made as of Effective Date: by and between Client Name: , Client Entity Type: , Client Address: (\"Client\") and Advisor Name: , Advisor Entity Type: , Advisor Address: (\"Advisor\"). Client and Advisor are each a \"Party\" and together the \"Parties\".

RECITALS

WHEREAS, Advisor has experience and expertise in the advisory services described in this Agreement and is willing to provide such services to Client on the terms set forth herein;

WHEREAS, Client desires to engage Advisor to provide advisory services to assist Client with its business activities and development, subject to the terms and conditions of this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth the scope of the engagement, the compensation to be paid, confidentiality obligations, and other terms governing the relationship.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client hereby engages Advisor, and Advisor accepts such engagement, to provide advisory, consulting, and related services as described in the scope of services below (the \"Services\"). Advisor shall perform the Services in a professional and workmanlike manner consistent with industry practice.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement will commence on the Effective Date and continue for Term (months): unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon Notice Period (days): days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any material term of this Agreement and fails to cure such breach within Cure Period (days): days after receipt of notice specifying the breach.

2.4 Effect of Termination. Upon termination, Client will pay Advisor for Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability shall survive termination.

3. COMPENSATION

3.1 Fees. As consideration for the Services, Client shall pay Advisor Fees: per month unless otherwise agreed in writing.

3.2 Expenses. Client shall reimburse Advisor for preapproved, reasonable out-of-pocket expenses incurred in connection with the performance of Services. Expense cap per event: .

3.3 Invoicing; Payment. Advisor shall submit invoices monthly in arrears. Client shall pay undisputed amounts within Payment Terms (days): days of receipt. Overdue amounts shall bear interest at Interest Rate (% per annum): %.

3.4 Equity. If any equity compensation is agreed, the terms, vesting schedule, and issuance shall be set forth in a separate written equity agreement executed by both Parties.

4. CONFIDENTIALITY

4.1 Definition. \"Confidential Information\" means non-public information disclosed by one Party (\"Discloser\") to the other (\"Recipient\"), whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Recipient shall (a) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform rights or obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was rightfully in Recipient's possession without restriction prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

5.1 Ownership. Except as expressly provided in this Agreement, Advisor retains ownership of Advisor's pre-existing intellectual property and methodologies. Client shall own all right, title and interest in and to any deliverables and work product prepared by Advisor specifically for Client and paid for in full under this Agreement (\"Work Product\"); provided that Advisor hereby assigns and shall assign to Client all rights necessary for Client to exploit such Work Product.

5.2 License. To the extent Advisor incorporates Advisor's pre-existing materials into Work Product, Advisor grants Client a non-exclusive, royalty-free, worldwide license to use such pre-existing materials as included in the Work Product.

6. INDEPENDENT CONTRACTOR

Advisor is an independent contractor and not an employee, agent, joint venturer or partner of Client. Advisor shall be solely responsible for all taxes, withholdings and other statutory obligations with respect to Advisor's performance under this Agreement.

7. CONFLICTS; REPRESENTATIONS

7.1 Conflicts. Advisor represents that Advisor's performance of the Services will not violate any agreement or obligation to any third party. Advisor shall promptly disclose any actual or potential conflict of interest to Client in writing.

7.2 Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and performance will not violate any applicable law or contractual obligation.

8. INDEMNIFICATION

8.1 Indemnification by Advisor. Advisor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Advisor's grossly negligent or willful acts or breaches of this Agreement.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Advisor from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Work Product or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. Except for liability for a Party's willful misconduct or gross negligence, in no event shall either Party be liable to the other for punitive, incidental, special or consequential damages, including lost profits.

9.2 Cap on Liability. Except for liabilities arising from willful misconduct, gross negligence, or indemnities under Section 8, the aggregate liability of either Party arising out of or relating to this Agreement shall not exceed Liability Cap Amount: or the total fees actually paid to Advisor under this Agreement during the twelve (12) months preceding the event giving rise to the claim, whichever is greater.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as either Party may designate in writing.

11. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets provided the assignee agrees in writing to be bound by the terms of this Agreement.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in the county and state of the chosen governing law for all disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with any exhibits or written schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

14.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned signatures transmitted by email) shall have the same force and effect as original signatures.

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