Business ADC Agreement

BUSINESS ADC AGREEMENT

This Business ADC Agreement (the "Agreement") is made effective as of between Provider Name: , a business organized at , and Client Name: , located at .

RECITALS

WHEREAS, Provider is engaged in the business of providing ADC services consisting of advisory, development, and related commercial services as described herein; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider accepts such engagement on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be made only by mutual written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

All invoices shall be due and payable within days of invoice date. Late payments shall accrue interest at the rate of on outstanding balances, or the maximum rate permitted by law if lower. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing at least days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination; Provider shall deliver any work in progress and Client shall pay for work performed.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in any form that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business plans, technical data, trade secrets, customer lists, and pricing.

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 solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is (a) publicly known through no fault of the receiving party; (b) already known by the receiving party at the time of disclosure as evidenced by written records; (c) lawfully obtained from a third party without restriction; or (d) independently developed without use of the Confidential Information.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing materials, methodologies, know-how, and tools provided in connection with the services. Upon full payment of all amounts due, Provider grants to Client a non-exclusive, non-transferable license to use delivered work product specified as deliverables solely for Client's internal business purposes. Any third-party components incorporated into deliverables shall remain subject to their respective license terms; Provider will disclose such components to Client.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense, which shall be controlled by the indemnifying party subject to the indemnified party's right to participate at its own expense.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence or willful misconduct, or for indemnity obligations relating to third-party claims, in no event shall either party be liable for incidental, consequential, special, punitive, or exemplary damages arising out of or related to this Agreement, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or such other address that a party may designate by written notice. Notices shall be delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right under this Agreement shall operate as a waiver of such right.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, or written amendments 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, negotiations and communications, whether oral or written.

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