Advisory Board Document

ADVISORY BOARD AGREEMENT

This Advisory Board Agreement (the "Agreement") is entered into as of by and between:

Company Name:

Company Address:

Adviser Name:

Adviser Address:

RECITALS

WHEREAS, the Company is engaged in the business of developing and commercializing products and services in its field and desires to obtain strategic, technical and business advice to support the Company's development and growth; and

WHEREAS, Adviser possesses expertise and experience in matters relevant to the Company's business and is willing to serve on the Company's advisory board on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Adviser shall provide non-executive advisory services including, without limitation, strategic guidance, introductions to third parties, review of business plans, periodic participation in advisory meetings, and reasonable availability to the Company's management for consultation via telephone or electronic communication.

COMPENSATION AND PAYMENT TERMS

Unless otherwise agreed in writing, the Company shall pay Adviser the advisory fee in accordance with the payment schedule above. If an invoice is unpaid more than days after receipt, a late fee of per month on the outstanding balance may be assessed, not to exceed the maximum permitted by applicable law.

Company will reimburse Adviser for preapproved reasonable out-of-pocket expenses incurred in connection with the performance of services upon presentation of supporting receipts. Preapproval required? Yes

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination of this Agreement shall not relieve the Company of its obligation to pay amounts then due to Adviser for services performed prior to termination.

CONFIDENTIALITY

Adviser acknowledges that Adviser may receive Confidential Information (as defined below) in connection with Adviser’s engagement. Adviser agrees (a) to hold all Confidential Information in strict confidence and not to disclose Confidential Information to any third party except as expressly permitted in this Agreement, (b) to use Confidential Information solely for the purpose of performing Adviser’s obligations under this Agreement, and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. "Confidential Information" means non-public information disclosed by Company that is designated as confidential or that reasonably should be understood to be confidential.

The obligations in this section do not apply to information that (i) is or becomes publicly available through no breach by Adviser; (ii) was rightfully known by Adviser prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Adviser without use of Confidential Information. Adviser may disclose Confidential Information to the extent compelled by law, provided Adviser gives the Company prompt written notice and reasonable assistance to seek a protective order or other remedy.

INTELLECTUAL PROPERTY & CONFLICTS

Unless otherwise agreed in a written instrument signed by both parties, Adviser acknowledges that any work product delivered to the Company in the scope of this Agreement shall be deemed a work made for hire and Company shall own all right, title and interest therein. Adviser shall promptly disclose to the Company any actual or potential conflicts of interest that arise during the term and shall comply with any reasonable measures requested by the Company to mitigate identified conflicts.

INDEPENDENT CONTRACTOR

Adviser is an independent contractor and not an employee, agent or partner of the Company. Adviser is responsible for all taxes, withholdings, and other statutory or contractual obligations of an independent contractor.

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed overnight courier, or emailed with confirmation to the addresses set forth above or to such other address as either party may designate in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of the confidentiality obligations herein, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party under this Agreement shall not exceed the total fees paid or payable to Adviser under this Agreement during the twelve (12) month period preceding the claim giving rise to liability.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely matches the intent of the original.

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