Business Incubation Document

BUSINESS INCUBATION DOCUMENT

This Business Incubation Document (the Agreement) is entered into as of (Effective Date), by and between Incubator Name: , and Participant Name: .

RECITALS

WHEREAS, Incubator operates a business incubation program that provides mentoring, workspace, business development services, access to investors and shared administrative resources designed to accelerate early-stage enterprises; and

WHEREAS, Participant is an early-stage business seeking incubation services and has requested admission to Incubator's program subject to the terms and conditions set forth herein; and

WHEREAS, the parties wish to define the scope, compensation, confidentiality obligations, and other material terms applicable to Participant's participation in the incubation program.

SCOPE OF WORK

Incubator shall provide the services and resources described below. Participant shall cooperate in good faith with Incubator staff and comply with program rules. Specific services, milestones and deliverables shall include:

Scheduled Completion Date:

Scheduled Completion Date:

PAYMENT TERMS

In consideration for the services and access provided under this Agreement, Participant shall pay Incubator as follows.

All payments are due within days of invoice. Late payments shall incur interest at % per month, commencing after a grace period of days from the invoice due date. Participant shall also reimburse reasonable out-of-pocket expenses preapproved in writing by Incubator.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Incubator may terminate immediately for material breach by Participant, including nonpayment or material misuse of facility resources, provided Incubator delivers written notice specifying the breach and, where practicable, affords Participant reasonable opportunity to cure.

CONFIDENTIALITY

During and after the term of this Agreement, each party shall keep confidential all non-public information disclosed by the other 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 ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction.

The receiving party shall use Confidential Information only for performance under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, professional advisors or investors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Required disclosures compelled by law must be promptly notified to the disclosing party to permit protective action.

INTELLECTUAL PROPERTY

Except as expressly provided in a separate written patent, copyright or assignment agreement, intellectual property developed solely by Participant in the course of its business remains the exclusive property of Participant. Incubator shall retain ownership of its preexisting materials, processes and any general know-how. To the extent Participant uses Incubator-provided proprietary materials, Participant is granted a limited, nonexclusive, nontransferable license to use such materials solely for the purposes contemplated by this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Participant shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of Incubator, except that Participant may assign its rights in connection with a sale of substantially all of its assets. Notices shall be delivered to the addresses set forth above unless either party provides updated contact information in writing.

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