Business Accelerator Contract

BUSINESS ACCELERATOR CONTRACT

This Business Accelerator Contract (the "Agreement") is entered into as of Effective Date: by and between Accelerator Name: and Client Name: .

RECITALS

WHEREAS, Accelerator provides mentorship, programming, network access and related business development services to early-stage companies; and

WHEREAS, Client desires to receive Accelerator services under the terms and conditions set forth herein in order to advance Client's business objectives; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms governing the Accelerator program participation.

SCOPE OF WORK

Accelerator will provide the services and deliverables described below to Client in connection with the Accelerator program. Parties may attach a statement of work or describe the program specifics in the field below.

PAYMENT TERMS

In consideration for the Services, Client shall pay Accelerator the amounts and on the schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the rate of on the overdue amount, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon prior written notice of days to the other party. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after written notice.

Upon termination, Client shall pay for Services performed through the effective date of termination and shall return Accelerator materials as required. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed 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 no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors and advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

The confidentiality obligations set forth in this section shall survive termination for a period of years, except with respect to trade secrets, for which protection shall continue as long as permitted by law.

INTELLECTUAL PROPERTY

Each party retains ownership of its Pre-Existing Intellectual Property. "Pre-Existing Intellectual Property" means any intellectual property owned or controlled by a party prior to the Effective Date or developed independently outside the performance of this Agreement.

All intellectual property created specifically in the course of Accelerator performing the Services and identified as deliverables in the Scope of Work ("Deliverable IP") shall be owned by Client    Accelerator
If Deliverable IP is assigned to Client, Accelerator hereby assigns and agrees to execute documents reasonably necessary to effectuate such assignment upon full payment. If assignment is not selected, Accelerator grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use the Deliverable IP for Client's business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising out of its gross negligence, willful misconduct or material breach of this Agreement; provided that the indemnified party gives prompt written notice and cooperates in the defense. The indemnifying party shall control the defense and settlement of any claim, provided that no settlement that admits liability or imposes obligations on the indemnified party may be entered without its prior written consent.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO ACCELERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

RELATIONSHIP; ASSIGNMENT

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Accelerator may assign to an acquirer of substantially all of its assets or business.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail, return receipt requested, or by email with confirmation of receipt.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

This Agreement, including any exhibits or statements of work attached hereto and incorporated by reference, 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 oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties shall use good faith to amend the Agreement to replace any invalid provision with a valid provision that achieves the original intent. Headings are for convenience only and shall not affect interpretation.

The parties represent and warrant that they have the full power and authority to enter into this Agreement and that the person signing on their behalf is authorized to bind the party.

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