Business Hope Document

BUSINESS HOPE DOCUMENT

This Business Hope Document (the Agreement) is entered into as of (Effective Date) by and between:

PARTIES

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

RECITALS

WHEREAS, Party A has experience, knowledge and resources related to the development, marketing and operation of certain business initiatives intended to foster sustainable commercial outcomes and community benefits; and

WHEREAS, Party B desires to engage Party A to undertake certain preparatory and advisory work described herein for the mutual purpose of advancing the parties' commercial objectives and social-impact goals on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Party A shall perform the work described below for Party B. The parties may amend the scope by a writing signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration of the performance of the Scope of Work, Party B will pay Party A as follows:

Unless otherwise agreed in writing, all payments are exclusive of taxes which shall be payable by the party required by applicable law. Interest on overdue amounts accrues at the rate set forth in the Late Fee field above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate for insolvency, bankruptcy filing, or insolvency proceedings by or against the other party without a cure period.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by a disclosing party to a receiving party, including without limitation business plans, financial information, trade secrets, proprietary processes, and other information the receiving party knows or reasonably should know is confidential.

The receiving party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations in this section shall not apply to information that (i) is or becomes publicly available through no breach by the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party provides prior written notice where legally permitted.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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 consent to the exclusive jurisdiction of state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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