Business Development Program

BUSINESS DEVELOPMENT PROGRAM AGREEMENT

This Business Development Program Agreement (Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client desires to engage Program Provider to deliver business development services as described in this Agreement; and

WHEREAS, Program Provider represents that it has the experience, personnel, and resources to provide such services and is willing to perform under the terms and conditions set forth herein; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the Program, including scope, payment, confidentiality, term, and termination.

SCOPE OF WORK

Program Provider shall provide business development services to Client including, but not limited to, lead generation, market analysis, strategic introductions, partnership development, and sales enablement. The specific deliverables, milestones, and performance metrics shall be set forth below.

PAYMENT TERMS

Client shall pay Program Provider the Fees in consideration for the services and deliverables provided under this Agreement.

Overdue payments shall incur a late fee of on any unpaid balance measured from the due date until paid in full. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Program Provider to collect past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice given at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Program Provider shall deliver to Client all completed deliverables and shall invoice Client for any unpaid fees for services performed through the effective date of termination. Client shall pay any undisputed amounts within the timeframe set forth in Payment Terms.

CONFIDENTIALITY

“Confidential Information” means all non-public technical, business and financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only to perform its obligations and exercise its rights under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations under this Section shall survive termination of the Agreement for a period of three (3) years, except with respect to trade secrets which shall remain confidential for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Except as otherwise expressly provided, each party shall retain all right, title and interest in and to its Background Intellectual Property. “Background Intellectual Property” means materials, processes, know-how and intellectual property owned or controlled by a party prior to the Effective Date or developed independently of this Agreement.

Subject to Client's payment in full of all Fees, Program Provider hereby assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement. Program Provider may retain and use for general marketing and portfolio purposes non-confidential, de-identified summaries of the work performed, provided that no Confidential Information or Client proprietary material is disclosed.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages and reasonable expenses (including attorneys' fees) arising out of Indemnitor’s breach of this Agreement, negligence, or willful misconduct. Indemnitee shall provide prompt written notice of any claim and shall reasonably cooperate in the defense and settlement of the claim.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROGRAM PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendments or modifications must be 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 prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all assets.

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