Business Advisor Agreement

Business Advisor Agreement

Parties

Recitals

WHEREAS, Client seeks to retain Advisor to provide strategic business advisory services relating to Client's business operations, growth, finance and strategy as described in this Agreement; and

WHEREAS, Advisor represents that Advisor has the experience, qualifications and capacity to provide such advisory services as an independent contractor and is willing to provide those services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such advisory services under this Agreement.

Scope of Work

Advisor will provide advisory services including, but not limited to, strategic planning, financial analysis, business development guidance, introductions to potential partners and investors, and periodic progress reporting. Specific services and deliverables are described below.

Payment Terms

As full consideration for the services to be performed by Advisor, Client shall pay Advisor as set forth below.

Invoices will be submitted by Advisor in writing and are payable within days of invoice receipt. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law), compounded monthly, plus any costs of collection, including reasonable attorneys' fees.

Expenses reasonably incurred by Advisor in the performance of services (travel, lodging, third-party reports) will be reimbursed by Client if preapproved in writing. Reimbursable expenses will be invoiced monthly and are due under the same terms as fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Advisor any unpaid fees and reimbursable expenses accrued through the termination date and payment for any non-cancellable commitments made by Advisor in reasonable reliance on this Agreement.

Confidentiality

"Confidential Information" means all nonpublic, proprietary or confidential information disclosed by one party to the other, whether oral, written or electronic, including business plans, financial information, trade secrets, customer lists and strategies. Confidential Information does not include information that is (i) or becomes publicly available other than through a breach of this Agreement; (ii) already known to the receiving party without obligation of confidentiality; or (iii) rightfully received from a third party without breach of any obligation of confidentiality.

The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Upon termination or at the disclosing party's request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that such materials have been returned or destroyed, except that one copy may be retained in counsel's files for compliance purposes.

Independent Contractor; Non-Solicitation

Advisor is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties. Advisor is solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

During the Term and for a period of 12 months thereafter, neither party shall solicit for employment or engagement any employee or independent contractor of the other party with whom the soliciting party had direct contact in connection with this Agreement, unless agreed in writing.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt notice of any claim and reasonably cooperate in the defense.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) AMOUNTS PAID TO ADVISOR UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS; OR (B) $5,000. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration held in the governing state, conducted in English, under the commercial arbitration rules then in effect.

Entire Agreement; Amendment

This Agreement (including all exhibits and documents referenced herein) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless executed in writing by authorized representatives of both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be replaced by a valid provision that most closely reflects the parties' original intent.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign this Agreement to an acquirer of substantially all of Client's business or assets without Advisor's consent, provided such acquirer assumes Client's obligations hereunder.

Notices: All notices required under this Agreement shall be in writing and sent to the contact information set forth above and will be effective upon delivery.

Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures.

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