Business Armchair Document

BUSINESS ARMCHAIR AGREEMENT

This Business Armchair Agreement (the Agreement) is entered into effective as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform advisory, strategic planning, product development input, or other business services as described in this Agreement, and Service Provider represents that it has the skill and experience to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above (Services) in a timely, professional manner consistent with industry standards. Any material change in scope shall be documented in writing and signed by authorized representatives of both parties, and any additional fees resulting therefrom shall be negotiated in good faith.

PAYMENT TERMS

All payments due under this Agreement shall be made in United States Dollars. Invoices are payable within days of receipt unless otherwise stated in the invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to any third party any Confidential Information of the other party, except as required by law. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that is (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

The obligations in this section shall continue for following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains all rights, title, and interest in its preexisting materials, methodologies, and tools. Any third-party materials incorporated into deliverables shall be subject to the applicable third-party licenses.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules, and statements of work 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, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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