Business Accelerator Agreement

BUSINESS ACCELERATOR AGREEMENT

This Business Accelerator Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client"), and Accelerator Name: (the "Accelerator"). Each of Client and Accelerator may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, the Accelerator operates a business development program that provides mentoring, curriculum, introductions to investors and partners, and other acceleration services (the "Program");

WHEREAS, the Client desires to engage the Accelerator to provide the Program and related services as described in this Agreement, and the Accelerator is willing to provide such services on the terms set forth herein;

WHEREAS, the Parties intend that the Accelerator's services will enhance the Client's business operations and investment readiness subject to the terms, fees, timelines, and confidentiality obligations set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . The Client shall pay the Accelerator in accordance with the following schedule and invoicing requirements:

Invoicing: The Accelerator will issue invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Past due amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, plus the Accelerator's reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Termination for Convenience: Either Party may terminate this Agreement without cause upon written notice to the other Party provided at least days prior to the effective termination date. Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred prior to termination.

Termination for Cause: Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for fifteen (15) days after written notice specifying the breach.

CONFIDENTIALITY

Each Party agrees to keep confidential and not disclose to any third party Confidential Information of the other Party, except as required by law. "Confidential Information" includes non-public business information, financial data, product plans, investor introductions and Program materials, whether disclosed orally, in writing or electronically.

Confidentiality Obligations: A receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict access to Confidential Information to employees, contractors and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least reasonable care to protect Confidential Information.

Exceptions: Confidential Information does not include information that the receiving Party can demonstrate (a) was already in its possession without restriction prior to disclosure, (b) is or becomes publicly available through no breach of this Agreement, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Pre-Existing IP: Each Party retains all right, title and interest in its pre-existing intellectual property. Neither Party grants the other any rights in its pre-existing intellectual property except as expressly set forth in this Agreement.

Deliverables and Assignment: Subject to full payment of all Fees, the Accelerator assigns to the Client all right, title and interest in any custom-written deliverables created specifically for the Client under this Agreement. Accelerator retains the right to use general skills, know-how and lessons learned in its business.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each Party indemnifies, defends and holds harmless the other Party from third-party claims arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct, subject to the indemnified Party's prompt notice and reasonable cooperation.

Limitation of Liability: Except for liability arising from willful misconduct, breach of confidentiality or indemnification obligations, neither Party shall be liable for special, incidental, consequential, punitive or lost profit damages, and each Party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total Fees paid by the Client to the Accelerator under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Disputes: The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives. If unresolved within sixty (60) days, disputes may be resolved by binding arbitration or other mutually agreed dispute resolution process as set forth in a signed writing between the Parties.

NOTICES

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments 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 and understandings, whether written or oral.

Amendment: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

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