Business IR Service

Business IR Service Agreement

This Business IR Service Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client seeks to engage Service Provider to perform investor relations and related business communication services in accordance with the terms set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capabilities necessary to provide such services and desires to provide such services to Client on the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall provide investor relations services (the Services) including, without limitation, drafting and distributing press releases, preparing investor presentations, advising on shareholder communications, coordinating investor outreach and conducting related media and analyst engagement consistent with Client instructions. Specific tasks, deliverables, milestones and performance criteria are described below and may be amended only by written agreement of the parties.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of any applicable taxes and reimbursable expenses unless otherwise stated.

All payments shall be due within the number of days specified in the Payment Schedule following invoice date. If Client fails to pay any undisputed amounts when due, interest at the rate specified above shall accrue on the overdue balance, and Service Provider may suspend performance until payment is made in full.

3. Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, continue until .

Either party may terminate this Agreement for convenience upon providing the other party with prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured after ten (10) business days' written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and professional advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect the other's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully in the receiving party's possession without restriction prior to receipt; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. If disclosure is compelled by law or valid order of a court or governmental authority, the receiving party shall provide prompt written notice to the disclosing party to allow it to seek a protective order or other remedy.

5. Intellectual Property

Unless otherwise agreed in writing, Client retains all right, title and interest in Client materials and pre-existing intellectual property provided to Service Provider. Service Provider grants Client a non-exclusive, perpetual license to any deliverables created specifically for Client under this Agreement upon full payment of all fees due. Service Provider represents that its deliverables will not infringe third-party intellectual property rights and agrees to indemnify Client for any breach of this representation.

6. Representations; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Service Provider shall indemnify and hold Client harmless from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Service Provider against claims arising from Client's materials or directions that infringe third-party rights or are unlawful.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any appendices or schedules expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets provided that the assignee assumes the obligations hereunder. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

Acknowledgment

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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