Business External Mission

BUSINESS EXTERNAL MISSION AGREEMENT

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

RECITALS

WHEREAS, Company operates business activities and seeks to advance its commercial objectives by conducting external missions, market development, and representation in locations outside its primary place of business; and

WHEREAS, Representative has the requisite expertise and is authorized by Company to undertake the mission described below on behalf of Company under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations and other terms governing the Representative's external mission engagement.

SCOPE OF WORK

Representative shall perform the mission tasks and deliver the results described below. Representative shall act in good faith, with reasonable care, and in the best interests of Company while performing the mission.

PAYMENT TERMS

Company shall compensate Representative as set forth below. All payments are subject to the conditions in this Agreement and any agreed expense policies.

Overdue amounts shall bear interest at per month (or the maximum lawful rate if lower), and a late processing charge of per invoice.

Company will reimburse reasonable preapproved expenses incurred in the performance of the mission in accordance with Company's expense policy. Representative must submit itemized receipts within days of expenditure to be eligible for reimbursement.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Company may terminate immediately for material breach, willful misconduct, or failure to comply with applicable laws or Company policies.

CONFIDENTIALITY

Representative acknowledges that during the performance of the mission Representative may receive confidential and proprietary information of Company ("Confidential Information"). Representative shall: (a) use Confidential Information solely for purposes of performing under this Agreement; (b) not disclose Confidential Information to any third party except to Representative's employees or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) employ reasonable safeguards to protect Confidential Information from unauthorized use or disclosure.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets for which protection shall continue as permitted by applicable law.

INSURANCE, COMPLIANCE AND INDEMNIFICATION

Representative shall maintain insurance coverage customary for the activities performed on behalf of Company and comply with all applicable laws, export controls, sanctions and Company policies. Representative shall indemnify, defend and hold harmless Company from claims, liabilities, losses and expenses arising out of Representative's gross negligence, willful misconduct, or breach of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables, inventions, designs, reports and other work product conceived, created or developed by Representative in the course of the mission shall be the exclusive property of Company. Representative hereby assigns and agrees to assign to Company all right, title and interest in such work product and shall execute instruments reasonably requested by Company to effectuate such assignment.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties shall seek to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the chosen jurisdiction as indicated here:

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, representations and agreements. No amendment or waiver shall be effective unless reduced to writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or successor entity. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect.

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