Business Acceleration Agreement

BUSINESS ACCELERATION AGREEMENT

This Business Acceleration Agreement ("Agreement") is entered into as of by and between Client Name: with principal address:

and Accelerator Name: with principal address:

RECITALS

WHEREAS, Accelerator is engaged in the business of providing business acceleration, advisory, mentorship, market access and related support services tailored to growth-stage enterprises; and

WHEREAS, Client desires to engage Accelerator to provide acceleration services designed to improve Client's commercial performance, scalability, and access to capital, and Accelerator is willing to provide such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Accelerator will provide acceleration services to Client as described below. The Scope of Work shall identify deliverables, milestones, performance metrics and acceptance criteria. Client and Accelerator agree to collaborate in good faith to refine the Scope of Work where necessary.

PAYMENT TERMS

Client shall pay Accelerator the fees specified below in exchange for the services and deliverables provided under this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

If any amount due under this Agreement is not paid within days of the invoice due date, Client shall pay interest at % per month on the overdue balance, or the maximum rate permitted by applicable law, whichever is lower. In addition, a late fee of may be charged for each overdue invoice.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until (the "Term").

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party that, if marked or otherwise designated in writing as confidential, should be treated as confidential consistent with ordinary business practice. Confidential Information excludes information that (a) is or becomes generally known without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) was in the receiving party's possession prior to disclosure, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, advisors, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations under this Confidentiality section shall remain in effect for after termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

The parties acknowledge that confidentiality obligations are mutual unless otherwise indicated above.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO ACCELERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices may be delivered by hand, courier, certified mail (return receipt requested), or nationally recognized overnight courier and will be deemed given upon receipt.

REPRESENTATIVES

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