Business Experience Agreement

BUSINESS EXPERIENCE AGREEMENT

Parties

This Business Experience Agreement (the Agreement) is entered into as of , by and between Client Name: (\"Client\") and Experience Provider Name: (\"Provider\").

WHEREAS, the Provider has practical experience, technical knowledge, management expertise and demonstrated success in business development, operations and strategy; and

WHEREAS, the Client desires to engage the Provider to provide business experience, advisory services, and related mentoring to support the Client's business goals on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in a written agreement.

Scope of Work

The Provider will perform the business experience services described below and any ancillary tasks reasonably necessary to accomplish the stated objectives. Deliverables, milestones and specific activities will be as set forth in this Section unless modified in writing and signed by both parties.

Payment Terms

As consideration for the services rendered by the Provider, the Client shall pay the Provider the fees and reimbursements described below.

All undisputed invoices are due within the payment period specified above. Overdue amounts shall accrue interest at the rate set in the Late Payment Fee field and the Client shall reimburse the Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

Term Commencement: This Agreement shall commence on , .

Termination Date / Duration: Unless earlier terminated in accordance with this Agreement, the Agreement shall continue until , or for the period described in the Scope of Work.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice 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.

Confidentiality

Definition: \"Confidential Information\" means all non-public information disclosed by a 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 business plans, financial information, client lists, trade secrets, and proprietary methodologies.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information by using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Return or Destruction: Upon termination or upon written request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except to the extent retention is required by law or regulatory obligation.

Intellectual Property & Work Product

Ownership: Unless otherwise agreed in writing, the Provider retains ownership of pre-existing methodologies, templates and know-how. Materials and deliverables created specifically for the Client under this Agreement and paid for in full will be owned by the Client, subject to the Provider's underlying intellectual property rights and a royalty-free license to the Provider to use general lessons learned for its business.

Liability and Indemnification

Disclaimer of Warranty: The Provider will perform services in a professional and workmanlike manner but does not warrant any particular business outcome or profit.

Indemnity: Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

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 submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any written attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of the assigning party's assets.

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