Business Development Model

BUSINESS DEVELOPMENT MODEL

This Business Development Model Agreement ("Agreement") is entered into as of Month Day Year by and between:

WHEREAS

WHEREAS, Provider has expertise in market development, lead generation, channel partner identification and related business development activities and offers strategic services to expand Client's market presence; and

WHEREAS, Client desires to retain Provider to perform business development services on the terms set forth in this Agreement and Provider agrees to perform such services for the compensation and subject to the conditions herein.

SCOPE OF WORK

Provider will perform the business development activities described below. Provider shall use reasonable commercial efforts, industry standard practices and personnel reasonably qualified to perform the services. Specific deliverables, milestones and reporting shall be as follows:

PAYMENT TERMS

In consideration for the services, Client shall pay Provider the compensation set forth below. All amounts are in U.S. dollars unless otherwise specified. Provider shall submit invoices in accordance with the schedule below and Client shall pay invoices in cleared funds within the time specified.

All sums not paid when due shall accrue interest at the lesser of the maximum rate permitted by applicable law or the rate stated in the late fee field above. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date below and continue until the Termination Date below unless sooner terminated in accordance with this Agreement.

Commencement Date: Month Day Year

Termination Date: Month Day Year

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. Termination for convenience by either party requires prior written notice equal to the notice period specified above. Termination shall not relieve Client of liability for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing or by inspection, including business plans, customer lists, pricing, marketing strategies, product information, technical data and trade secrets. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure as evidenced by written records; or (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. These obligations shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND OWNERSHIP

Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Client acknowledges and agrees that Provider retains all ownership and intellectual property rights in methodologies, templates, processes and know-how used in performing services, provided that any Client-specific deliverable paid in full and identified as assignable in writing shall be transferred to Client as set forth in a written statement of work.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages. Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice. Notice is effective upon receipt when delivered personally, by nationally recognized courier, or by certified mail, return receipt requested.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any statements of work or appendices executed by the parties, 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. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes obligations hereunder.

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