Business Innovation Program

BUSINESS INNOVATION PROGRAM AGREEMENT

This Business Innovation Program Agreement (the "Agreement") is entered into as of by and between:

Program Provider

Participant

WHEREAS

WHEREAS, Program Provider operates a structured Business Innovation Program that provides strategic advisory services, prototyping support, and access to mentor networks designed to accelerate commercial growth; and

WHEREAS, Participant seeks to engage Program Provider to receive program services described in this Agreement and has represented that Participant has authority to enter this Agreement and to carry out the activities contemplated herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Program Provider will deliver services and Participant will compensate Program Provider.

1. Scope of Work

1.1 Services: Program Provider will deliver innovation services including, but not limited to, strategic planning workshops, prototype development oversight, mentor sessions, and investor readiness review as specified below. The parties agree that the specific deliverables, milestones, and acceptance criteria are:

1.2 Changes to Scope: Any material change to the Scope of Work shall be set forth in a written amendment executed by authorized representatives of both parties. Minor adjustments may be made by mutual written email confirmation.

2. Payment Terms

2.1 Program Fee: Participant shall pay Program Provider the total fee of $ (the "Program Fee") in consideration for the services described herein.

2.2 Invoicing: Program Provider will submit invoices in accordance with the Payment Schedule. Unless otherwise stated in an invoice, amounts are due within days of the invoice date.

2.3 Late Fee: If Participant fails to make any payment when due, Participant shall pay a late fee equal to per month on the overdue balance and reimburse Program Provider for reasonable costs of collection, including attorneys' fees.

3. Term and Termination

3.1 Term: The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Upon termination for convenience, Participant shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

3.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

4.1 Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other format, 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.

4.2 Obligations: Receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) 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 at least as protective as those set forth herein.

4.3 Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Intellectual Property and Use of Deliverables

5.1 Ownership: Unless otherwise expressly agreed in writing, Program Provider retains ownership of any pre-existing intellectual property, tools, templates and methodologies used to provide services. Participant will receive a non-exclusive, non-transferable license to use deliverables solely for Participant's internal business purposes.

5.2 Third-Party Materials: Deliverables that incorporate third-party materials are subject to third-party license terms; Participant's use of such materials is governed by those terms.

6. Representations; Compliance

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Participant represents that any materials provided to Program Provider do not infringe third-party rights and that Participant will comply with applicable laws in connection with the use of program services.

7. Limitation of Liability

Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Program Provider's aggregate liability under this Agreement shall not exceed the total Program Fee actually paid by Participant during the twelve (12) months preceding the event giving rise to the claim.

8. 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.

9. Entire Agreement; Amendments

This Agreement, including any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

10.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Program Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

10.2 Notices: Notices shall be in writing and delivered to the addresses listed above or such other address as a party designates in writing. Notice is effective upon receipt.

10.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

By signing below, each party represents and warrants that the person signing on its behalf is duly authorized to bind that party to the terms of this Agreement.

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