Business Inspire Agreement

BUSINESS INSPIRE AGREEMENT

This Business Inspire Agreement (the Agreement) is entered into as of (Effective Date), by and between ("Client") and ("Service Provider").

RECITALS

WHEREAS, Client seeks certain business development, strategic advising, and creative inspiration services to support Client's operations and growth; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide such services and desires to perform such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work will require a written amendment executed by both parties.

PAYMENT TERMS

Client shall pay all undisputed invoices within the period specified above. Service Provider may suspend performance if Client fails to pay any undisputed invoice within fourteen (14) days after notice of nonpayment. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Client shall be responsible for any reasonable and documented out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon providing the required written notice. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked or identified as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets. Confidential Information does not include information that: (i) is or becomes publicly known other than through a breach of this Agreement; (ii) was in Receiving Party's possession without restriction prior to receipt from Disclosing Party; (iii) is rightfully received from a third party not subject to confidentiality obligations; or (iv) is independently developed without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law or court order provided Receiving Party promptly notifies Disclosing Party and cooperates to seek protective relief.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed with reasonable skill and care. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 laws principles. The parties agree that the state and federal courts located within the selected state shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and written amendments 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, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as either party may designate by written notice to the other.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor entity in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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