Business Foundry Document

BUSINESS FOUNDRY AGREEMENT

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

WHEREAS

WHEREAS, Company desires to engage Provider to perform business incubation, advisory, product development, and related services described herein for the purpose of accelerating Company’s commercial activities; and

WHEREAS, Provider represents that it has the personnel, experience, and facilities necessary to provide such services and is willing to provide the same on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. Scope of Work

Provider shall perform the services, deliverables, milestones and responsibilities described below (collectively, the "Services"). Provider shall provide personnel reasonably necessary to perform the Services in a diligent, professional manner in accordance with industry standards.

2. Payment Terms

As consideration for the Services, Company shall pay Provider the fees set forth below in accordance with the schedule. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the agreed payment period shall accrue interest at the rate specified above and Company shall reimburse Provider for reasonable collection costs, including attorney fees, if any.

3. Term and Termination

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach that is not cured within thirty (30) days following written notice of such breach.

Upon termination, Company shall pay Provider for Services performed and non-cancellable obligations incurred through the effective date of termination. Provider shall deliver any work in progress and reasonable transition assistance as requested by Company.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party the confidential or proprietary information of the other party (the "Disclosing Party"), including trade secrets, technical information, business plans, customer lists and financial information ("Confidential Information"), except as expressly permitted by this Agreement.

Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (c) is rightfully obtained from a third party without restriction and without breach of a confidentiality obligation. Receiving Party may disclose Confidential Information to its employees, contractors or advisors with a need to know provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

5. Independent Contractor; Intellectual Property

Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership or joint venture relationship. Provider shall be solely responsible for payroll taxes and other obligations for its personnel.

Unless otherwise agreed in writing, Company shall retain all ownership rights in Company’s pre-existing intellectual property. Provider shall retain ownership of its pre-existing tools, methodologies and know-how. All deliverables specifically commissioned and paid for under this Agreement shall be deemed work-for-hire and, to the extent not so considered, Provider assigns to Company all right, title and interest in such deliverables upon full payment.

6. Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Provider represents that the Services will be performed in a professional and workmanlike manner. Company shall indemnify and hold harmless Provider from claims arising out of Company’s use of deliverables except to the extent caused by Provider’s gross negligence or willful misconduct. Provider’s aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Company to Provider under this Agreement in the twelve (12) months preceding the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or email (with confirmation). Notices are effective upon receipt.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county specified in the governing state, except that either party may seek injunctive relief in a court of competent jurisdiction to protect Confidential Information or intellectual property.

9. Entire Agreement; Amendments

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 or contemporaneous oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder.

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