Business Liberty Document

BUSINESS LIBERTY DOCUMENT

RECITALS (WHEREAS)

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

Client Name: , an entity of type Individual Entity

Provider Name: , an entity of type Individual Entity

WHEREAS, Client desires to engage Provider to perform certain business, advisory and operational services to preserve and expand Client's commercial liberties and business opportunities under the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, expertise and personnel necessary to perform the services described below and agrees to perform such services subject to the terms of 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 acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described below, which may include strategic consulting, business process design, regulatory liberty analysis, market access support, and other business advisory tasks as agreed in writing.

PAYMENT TERMS

Client shall pay Provider for services performed in accordance with this Agreement as follows:

Invoices shall be submitted by Provider and paid by Client within days of receipt, unless otherwise agreed in writing. Late payments shall accrue interest at on outstanding balances, plus reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within 30 days of written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, operational and strategic information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or would reasonably be considered confidential given the nature and circumstances of disclosure.

Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents or consultants with a need to know and who are bound by obligations of confidentiality at least as restrictive as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Recipient's obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt notice to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for years, or for trade secrets for so long as permitted by applicable law. Breach of this confidentiality obligation would cause irreparable injury and Discloser may seek injunctive relief in addition to other remedies.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement shall be in writing and signed by an authorized representative of each party.

MISCELLANEOUS PROVISIONS

Each party warrants that it has the authority to enter into this Agreement. If any provision is held unenforceable, the remaining provisions shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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