Business Klub Agreement

BUSINESS KLUB AGREEMENT

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

WHEREAS

WHEREAS, Provider operates a business networking and advisory service known as Business Klub offering programming, access to events, mentorship, and related business support services; and

WHEREAS, Client desires to obtain the services and membership benefits offered by Provider and Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

Provider shall provide the services and membership benefits described below. The parties may modify the Scope of Work only by written amendment executed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and membership benefits. All fees are payable in United States dollars unless otherwise agreed in writing.

Client is responsible for any sales, use, value-added, or similar taxes arising from the fees unless Client provides a valid exemption certificate. Provider may charge reimbursable out-of-pocket expenses incurred in connection with the Scope of Work provided such expenses are pre-approved in writing when exceeding the amount set forth in the Scope of Work.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, expires on .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice of the breach or immediately if the breach is not curable. Termination does not relieve Client of the obligation to pay fees accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is marked or otherwise reasonably understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) 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; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. These obligations remain in effect for years following termination or expiration of this Agreement, provided that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be 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, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship.

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