Business Developer Document

BUSINESS DEVELOPMENT AGREEMENT

Effective Date:    Company Name:    Business Developer Name:

Company Address:

Developer Address:

WHEREAS

WHEREAS, Company is engaged in the business of and seeks assistance to expand commercial opportunities and strategic partnerships; and

WHEREAS, Developer possesses experience, contacts, and services in business development, client acquisition and market entry strategies that Company desires to retain on the terms set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Monthly retainer One-time fee Commission Rate:

Late Payment: If payment is not received within days of invoice due date, interest shall accrue at the lesser of % per month or a flat fee of . Developer may suspend services for unpaid invoices thirty (30) days after notice of delinquency if payment is not made.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

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 that remains uncured for days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed by either party to the other, whether disclosed orally, visually or in writing. Confidential Information excludes information that is (a) publicly known through no fault of recipient, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

Obligations: Recipient shall hold Confidential Information in confidence, use it solely to perform obligations under this Agreement, restrict access to employees and advisors on a need-to-know basis, and take commercially reasonable measures to protect it. Recipient shall not disclose Confidential Information without prior written consent except as compelled by law, provided recipient gives prompt notice and cooperates to seek protective measures.

Duration: Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for disputes shall be in the courts located in that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and 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 oral or written. Any amendments or modifications must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Developer is an independent contractor and shall not be deemed an employee, partner or agent of Company. Developer shall be solely responsible for all taxes, withholdings and other statutory obligations relating to Developer's performance.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets, provided assignee assumes Company's obligations.

Indemnification: Each party shall indemnify and hold harmless the other from and against claims, liabilities and expenses arising from its breach of this Agreement or its negligent or willful acts or omissions.

NOTICES

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