Business Document Footpath Ventures

BUSINESS AGREEMENT — FOOTPATH VENTURES

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: Footpath Ventures, a business organized under the laws of with principal place of business at , and Client Name: whose address for notices is .

WHEREAS

WHEREAS, Provider operates and offers business advisory and project implementation services targeted to early-stage and growth-stage companies, and Provider desires to provide certain services to Client under the terms and conditions set forth herein; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to perform such services subject to the terms of this Agreement.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, consistent with industry standards. Any changes to the Scope of Work shall be documented in a written change order signed by both parties describing the change, any change in fees, and a revised schedule.

PAYMENT TERMS

All payments are due in accordance with the Payment Schedule. Invoices not paid within days of invoice date shall accrue interest at the rate of % per month (prorated daily) until paid in full. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for past-due amounts.

TERM AND TERMINATION

This Agreement commences 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by either party to the other party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

Each party shall: (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and information that is subject to longer protection under applicable law shall remain protected for as long as permitted by law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedies available at law or equity in the courts located in the chosen forum.

ENTIRE AGREEMENT

This Agreement, together with any executed change orders or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by an authorized representative of each party.

NOTICES

Notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice. Notices shall be deemed given upon receipt when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any other breach. The parties are independent contractors; nothing in this Agreement creates an employer-employee, joint venture, or partnership relationship.

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