Business Elevator Document

BUSINESS ELEVATOR DOCUMENT

This Business Elevator Document (the "Agreement") is entered into as of by and between (the "Provider") and (the "Client"). Provider and Client are each a "Party" and collectively the "Parties".

WHEREAS

WHEREAS, Provider has expertise in preparing concise executive summaries, one-page business presentations and elevator materials (collectively, "Elevator Materials") designed to communicate the Client's business concept, value proposition and investment highlights in a condensed form; and

WHEREAS, Client desires to retain Provider to prepare Elevator Materials concerning Client's business described as for the purpose of investor, partner and market introduction, and Provider is willing to perform such services on the terms set forth herein.

WHEREAS, the Parties intend that the Elevator Materials and related consulting shall be performed consistent with the scope, schedule and compensation set forth below.

SCOPE OF WORK

Provider will prepare Elevator Materials consisting of a concise written summary, key financial highlights, a suggested one-page pitch layout and up to one (1) revision round as requested by Client. Specific deliverables, format and any third-party services are described below and will form part of the Scope of Work.

PAYMENT TERMS

Client shall pay Provider the fees in accordance with the following payment terms.

All fees are exclusive of applicable taxes. If Client disputes any invoiced amount, Client must notify Provider in writing within five (5) business days of receipt; undisputed amounts remain payable in full.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Termination for material breach is permitted if the breaching Party fails to cure within the notice period set forth above. Sections that by their nature survive termination (including Confidentiality and Intellectual Property) shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") 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, including business plans, financial information, customer lists and trade secrets. Receiving Party shall: (a) use Confidential Information solely for performance under this Agreement; (b) 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 (c) not disclose Confidential Information to any third party except as necessary for performance and subject to written confidentiality obligations.

Exceptions: confidentiality obligations do not apply to information that (i) is or becomes public other than by breach of this Agreement, (ii) was rightfully known to Receiving Party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Provider shall retain ownership of Provider's pre-existing methodologies and templates. Unless otherwise agreed in writing, upon full payment Client is granted a nonexclusive, nontransferable license to use the final Elevator Materials for Client's business development and investor outreach; Provider may use non-confidential, aggregated examples for portfolio purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is found 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 interest by merger or acquisition.

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