Business Bullpen Agreement

BUSINESS BULLPEN AGREEMENT

This Business Bullpen Agreement (the "Agreement") is made and entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Provider operates a business development and mentoring program, known as the Business Bullpen, providing strategic advising, workspace coordination, group workshops, and access to curated business resources; and

WHEREAS, Client seeks to engage Provider for the services described in this Agreement to advance Client's business objectives under the terms set forth below; and

WHEREAS, the parties intend by this Agreement to set forth the scope of services, payment obligations, confidentiality obligations, and other material terms governing their relationship.

Scope of Work

Provider will perform the services described below for Client in accordance with the terms of this Agreement. The services shall include strategic advising, workshop facilitation, scheduled one-on-one mentoring sessions, access to coworking facilities during agreed hours, and coordination of introductions to vetted third-party advisors as reasonably available.

Payment Terms

In consideration for the services, Client shall pay Provider the fees and follow the billing schedule set forth below. All amounts are payable in United States currency unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule below and Client shall pay invoices in full in accordance with this section.

Provider may suspend services if invoices are not paid within the agreed period following issuance of an invoice, provided Provider gives Client at least five (5) business days' written notice prior to suspension. Reimbursement of pre-approved, out-of-pocket expenses shall be invoiced separately and are due under the same payment terms.

Term and Termination

This Agreement shall commence on the start date below and shall continue through the end date below unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon providing the notice period specified above. Termination shall not relieve Client of obligations to pay for services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

During the term of this Agreement and for a period of three (3) years thereafter, each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party, except as required by law or to the extent such information is publicly known other than by a breach of this Agreement. Confidential Information includes non-public business information, financial data, trade secrets, client lists, and strategic plans, but does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) is lawfully received from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration administered in the agreed jurisdiction under commercially reasonable arbitration rules selected by the parties.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full corporate or individual authority to enter into this Agreement and to perform its obligations hereunder. Client agrees to indemnify and hold harmless Provider from and against any third-party claims arising out of Client's business operations or materials provided by Client, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement 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 shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notice is effective upon delivery by hand, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight carrier.

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