Business Document Tesla

BUSINESS AGREEMENT — TESLA

This Business Agreement (the "Agreement") is entered into as of by and between:

Company Name:     Address:

Counterparty Name:     Address:

RECITALS

WHEREAS, Company Name: is engaged in the design, manufacture and distribution of electric vehicles and related technologies, and desires to retain Counterparty to provide certain professional services; and

WHEREAS, Counterparty Name: represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

PAYMENT TERMS

Fees: Company shall pay Counterparty a total fee of $ for the services described in Scope of Work. Payment shall be made in accordance with the following schedule:

Invoices shall be issued by Counterparty and are due within days of receipt. Late payments shall accrue interest at percent per month (or the maximum permitted by applicable law, if lower). In addition to interest, Company shall reimburse reasonable collection costs and attorneys' fees for delinquent sums.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

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 by the other party that remains uncured for thirty (30) days following written notice of such breach, or immediately for insolvency or unauthorized disclosure of Confidential Information.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a disclosing party to the receiving party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including technical data, business and marketing plans, customer lists, prototypes, and financial information.

Obligations: The receiving party shall (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with prior written consent of the disclosing party.

Exclusions & Exceptions: Confidential Information does not include information that is (i) or becomes publicly available through no wrongful act of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by applicable law, provided the receiving party gives prompt notice to permit the disclosing party to seek protective relief.

Duration: The confidentiality obligations in this section shall survive termination or expiration of this Agreement for .

REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any applicable law or third-party agreement. Counterparty further represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except in cases of willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement, and total aggregate liability for direct damages shall be limited to the amounts actually paid under this Agreement during the twelve (12) months preceding the event giving rise to 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 and venue of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

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

Independent Contractor: Counterparty is an independent contractor and not an employee, agent or partner of Company. Counterparty shall be solely responsible for payment of its employees and independent contractors and for compliance with all employment and tax obligations.

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