Business Ingenuity Program

BUSINESS INGENUITY PROGRAM AGREEMENT

This Business Ingenuity Program Agreement ("Agreement") is entered into as of Effective Date: by and between Program Provider Name: ("Provider") and Participant Name: ("Participant"). The Provider and Participant are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider administers a business support and innovation assistance program designed to accelerate participant business development and commercialization efforts through advisory services, mentorship, and access to resources (the "Program"); and

WHEREAS, Participant desires to participate in the Program and to receive the services and support described herein, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that the Program foster commercial development while protecting confidential information and establishing clear financial and termination provisions.

SCOPE OF WORK

Provider will provide advisory services, mentoring, introductions to potential partners or investors, training workshops, and milestone-based technical assistance as further described below. The Parties acknowledge that specific deliverables and timelines shall be governed by the milestones and schedules set forth in this Agreement or in attachments executed by the Parties.

PAYMENT TERMS

In consideration for the services provided under this Agreement, Participant shall pay Provider the fees described below. All payments are non-refundable except as expressly provided in this Agreement.

All invoiced amounts not paid within the time specified in the Payment Schedule shall accrue the Late Payment Charge above and Provider may suspend services until overdue amounts are remitted. Participant shall also be responsible for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

The term of this Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Either Party may also terminate this Agreement without cause upon written notice to the other Party at least days prior to the intended termination date. Termination shall not relieve Participant of the obligation to pay fees for services performed through the effective date of termination, nor obligations that by their nature survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with the Program, whether oral, written, electronic, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to those employees, contractors, or advisors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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