Business Catalyst Document

BUSINESS CATALYST AGREEMENT

Parties

Recitals

WHEREAS, Catalyst Provider possesses expertise and resources to develop, introduce, and accelerate business initiatives and strategic partnerships that further Client objectives; and

WHEREAS, Client desires to engage Catalyst Provider to provide specified catalyst services as set forth in this Agreement for the purpose of accelerating Client's commercial activities and opportunity pipelines; and

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

Scope of Work

Catalyst Provider will perform the services described below. Services include strategy development, introduction facilitation, partner engagement, and milestones as set forth by the parties. Tactical tasks, deliverables, acceptance criteria, and timelines will be documented in the Scope of Work section below and, where applicable, in attachments incorporated by reference.

Payment Terms

Client shall pay Catalyst Provider the fees and expenses set forth below in consideration for the services performed under this Agreement. All fees are exclusive of applicable taxes unless otherwise agreed in writing.

Payments not received within thirty (30) days of invoice are delinquent. Client will reimburse Catalyst Provider for reasonable costs of collection, including attorneys' fees. Catalyst Provider may suspend performance for unpaid invoices after providing ten (10) days' written notice and opportunity to cure.

Term and Termination

This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate for convenience upon written notice to the other delivered at least days prior to termination. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve Client of obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party and cooperate, at the disclosing party's expense, to seek confidential treatment or a protective order.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located within that state for any dispute arising under this Agreement.

Entire Agreement

This Agreement, including the Scope of Work and any attachments signed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Catalyst Provider may assign to an affiliate or in connection with a change of control, provided the assignee assumes the assignor's obligations.

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