Business Investor Presentation

BUSINESS INVESTOR PRESENTATION AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Presenter has experience preparing investor presentations, pitch decks, financial models and accompanying materials designed to communicate business strategy, market opportunity and investment terms to prospective investors; and

WHEREAS, Investor desires to engage Presenter to prepare, deliver and, where agreed, update a Business Investor Presentation (the Presentation) on the terms set forth in this Agreement; and

WHEREAS, the parties intend that the Presentation will be proprietary to the extent set forth herein and used by Investor solely as permitted in this Agreement.

Scope of Work

Presenter will prepare and deliver the Presentation and associated materials as described below. Deliverables will be provided in electronic format unless otherwise agreed in writing.

Payment Terms

In consideration for the services set forth in Scope of Work, Investor shall pay Presenter the fees and follow the schedule below.

Late payments shall accrue interest at the lesser of the maximum rate permitted by law or the percentage set forth below.

Term and Termination

This Agreement shall commence on the Effective Date below and shall continue until the Completion Date set forth below unless earlier terminated in accordance with this section.

Effective Date:     Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Termination for material breach shall be permitted if the breaching party fails to cure within a reasonable cure period or as otherwise provided in this Agreement.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party) and shall not use Confidential Information except to perform its obligations under this Agreement. Confidential Information includes non-public business, financial, technical and strategic information disclosed in any form.

Exceptions: Confidential Information does not include information that (a) becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party without restriction prior to disclosure, (c) is rightfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and provide certification of such return or destruction. The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate and agree that injunctive relief may be sought in addition to other remedies.

Intellectual Property and Use

Presenter retains all right, title and interest in Presenter's pre-existing materials and any methodologies, templates and underlying intellectual property. Presenter grants Investor a non-exclusive, non-transferable license to use the delivered Presentation solely for Investor's internal evaluation and investor communications, subject to the Confidentiality provisions. Any proposed public distribution, reproduction, or sale of the Presentation requires prior written consent of Presenter.

Representations and Warranties; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Presenter represents that, to Presenter’s knowledge, the Presentation will not infringe any third party intellectual property rights. Each party agrees to indemnify the other for claims arising out of its breach of this Agreement, gross negligence or willful misconduct.

Governing Law and Dispute Resolution

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 agree that exclusive jurisdiction and venue for any dispute arising under this Agreement will be the state or federal courts located in the same state.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, negotiations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Notices shall be delivered in writing to the contact information set forth above. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Acceptance

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement.

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