Business Incubator Agreement

BUSINESS INCUBATOR AGREEMENT

This Business Incubator Agreement (the Agreement) is entered into between Incubator Name: with principal place of business at and Participant Name: with address (each a Party and together the Parties). Effective Date:

RECITALS

WHEREAS, Incubator operates business development facilities and programs designed to provide early-stage companies with physical space, mentoring, business services and access to networks; and

WHEREAS, Participant seeks to engage Incubator to receive incubation services as described in this Agreement in order to develop Participant's business and product offerings; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Incubator will provide services and Participant will participate in the Program.

SCOPE OF WORK

Incubator will provide Participant with access to facilities, office support, mentorship, networking opportunities and business advisory services as further described in the Description of Services above. Incubator will use reasonable efforts to provide mentors and advisors selected by Incubator and to schedule access to shared facilities in a manner consistent with other Program participants. Incubator does not warrant uninterrupted access to any particular resource except as expressly set forth in this Agreement.

PAYMENT TERMS

Any amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Participant shall also be responsible for reasonable collection costs incurred by Incubator.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice. Incubator may immediately terminate this Agreement if Participant engages in illegal activity on Incubator premises or materially misuses Incubator resources.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a Party to the other Party either directly or indirectly in writing, orally, or by inspection of tangible objects, including without limitation business plans, financial data, product designs, customer lists, and trade secrets. The receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely for the purposes of performing under this Agreement.

Confidential Information shall not include information that (a) is or becomes generally available to the public through no breach of this Agreement; (b) was known to the receiving Party prior to disclosure by the disclosing Party as shown by written documentation; (c) was rightfully received by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information. If disclosure is required by law or court order, the receiving Party shall provide prompt written notice to the disclosing Party and cooperate in any lawful effort by the disclosing Party to limit or contest such disclosure.

INTELLECTUAL PROPERTY

Except as expressly set forth in a written exhibit to this Agreement, Participant shall retain all right, title and interest in and to Participant’s pre-existing intellectual property and any intellectual property developed solely by Participant. Incubator shall retain all right, title and interest in and to Incubator’s pre-existing intellectual property and any intellectual property developed solely by Incubator. Any intellectual property jointly developed by the Parties during the Term shall be owned as mutually agreed in a separate written instrument; absent such agreement, ownership shall be apportioned based on each Party’s contribution and each Party hereby grants to the other a non-exclusive, royalty-free license to use jointly developed intellectual property for purposes of performing under this Agreement.

INSURANCE AND INDEMNIFICATION

Participant shall maintain insurance coverage reasonably sufficient for Participant’s operations in Incubator facilities, including commercial general liability. Participant shall indemnify, defend and hold harmless Incubator, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of Participant’s negligence, willful misconduct, or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement shall be effective only if in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Incubator may assign to an affiliate or successor entity in connection with a merger or sale of substantially all of Incubator’s assets.

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