Business Enterprise LF Agreement

Business Enterprise LF Agreement

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

Recitals

WHEREAS, Company is engaged in the business of providing business development, licensing facilitation and operational support services to enterprises seeking market entry and scale (the Services); and

WHEREAS, Enterprise desires to retain Company to provide certain Services on the terms and conditions set forth in this Agreement, and Company desires to provide such Services to Enterprise in accordance with this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the rights and obligations of the parties with respect to the Services and related deliverables.

Scope of Work

Company shall perform the Services described below. The Services shall include all tasks, deliverables and milestones required to accomplish the objectives set forth by Enterprise, and shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the Services, Enterprise shall pay Company the fees set forth in this section. All fees are exclusive of applicable taxes unless otherwise stated.

Deposit due on or before and is non-refundable except as expressly set forth in this Agreement.

Invoices are due within days of receipt. Late payments shall incur interest at the rate of % per month (or the maximum lawful rate if less), compounded monthly, plus all reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect 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 cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Termination shall not relieve Enterprise of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification and governing law shall survive termination or expiration of this Agreement.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form 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. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict disclosure to its employees, agents and contractors who need to know such information and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect the confidentiality of the Confidential Information. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Company does not have authority to enter into agreements on behalf of Enterprise.

Entity Type — Company: Corporation LLC Other

Entity Type — Enterprise: Corporation LLC Other

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY ENTERPRISE TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute cannot be resolved within sixty (60) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that comes closest to the parties' original intent.

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