Business Board Program Template

BUSINESS BOARD PROGRAM AGREEMENT

This Business Board Program Agreement (the "Agreement") is entered into on by and between:

Company Name:

Company Address:

Program Provider Name:

Provider Address:

WHEREAS

WHEREAS, Company seeks to establish and operate a board program to advise, oversee, or guide specified business activities and strategic initiatives (the "Program");

WHEREAS, Program Provider represents that it has the experience and personnel necessary to design, administer, and support the Program and agrees to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, term and other terms and conditions governing the Program.

1. SCOPE OF WORK

Program Provider shall perform the services described below and in any attached schedules. Provider shall perform services with commercially reasonable care, skill and diligence consistent with industry standards.

2. PROGRAM STRUCTURE

Board Program Type (select applicable options): Advisory Board Steering Committee Executive Board

Number of Board Members: Term Length per Member (months): Meeting Frequency:

3. PAYMENT TERMS

In consideration for services rendered under this Agreement, Company shall pay Program Provider as follows.

Invoices are due in accordance with the Payment Schedule. Late payments shall accrue the Late Fee and any collection costs, including reasonable attorneys' fees, incurred by the non-defaulting party.

4. TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall not relieve Company of its obligation to pay for services rendered through the effective date of termination.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Disclosing Party") in connection with the Program ("Confidential Information"). The Receiving Party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall not disclose it to any third party except to its employees, agents or advisors who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; or (c) is rightfully received by the Receiving Party from a third party without breach of any obligation of confidentiality.

6. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Program Provider grants Company a non-exclusive, perpetual, worldwide license to use deliverables prepared specifically for Company under this Agreement. Provider retains ownership of its pre-existing tools, methodologies, templates and proprietary materials; Company is granted only a limited license to use such materials in connection with the deliverables.

7. LIABILITY; INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from that party's willful misconduct or gross negligence. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the total fees paid under this Agreement for the twelve (12) month period preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within that jurisdiction.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by reputable overnight courier, to the addresses set forth below (or such other address as a party may specify by notice).

11. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets.

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