Business Lifecycle Contract

BUSINESS LIFECYCLE CONTRACT

This Business Lifecycle Contract (the "Agreement") is entered into effective as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, the Service Provider is experienced in advising, planning and executing discrete phases of a company's lifecycle, including formation, capital raising, operational scaling, governance implementation, and succession planning; and

WHEREAS, the Client desires to engage the Service Provider to provide professional services to address specified lifecycle objectives and milestones under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire a written statement of the scope, compensation, confidentiality and termination mechanics applicable to the engagement.

Scope of Work

Payment Terms

Compensation for Services: Client shall pay the Service Provider a fee of $ for the services described above, subject to the Payment Schedule below.

Payment Due: Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Late Fee: In addition to interest, a late fee of $ may be charged for each invoice delinquent beyond 30 days.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated pursuant to this Section.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for Services performed and authorized expenses incurred through the effective date of termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, financial, technical, strategic or other information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party without restriction at the time of disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided it promptly notifies the Disclosing Party and cooperates in seeking protective measures.

Survival: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of methodologies, templates and pre-existing materials used to perform the Services. Client is granted a non-exclusive, worldwide, royalty-free license to use deliverables provided under this Agreement for its internal business purposes upon full payment of fees due. Any new inventions or works specifically commissioned and paid for herein shall be owned as agreed in a written addendum.

Indemnification and Limitation of Liability

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

Notices

All notices must be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, or by electronic mail when accompanied by confirmation of receipt.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails within 30 days, the Parties agree to submit the dispute to non-binding mediation. If mediation does not resolve the dispute, either Party may pursue binding arbitration or seek injunctive relief in a court of competent jurisdiction as provided by this Agreement.

General Provisions

Entire Agreement: This Agreement, together with any exhibits or written addenda 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 oral or written.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

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 in connection with a sale of substantially all of its business assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture or agency between the Parties.

Force Majeure: Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, epidemics, governmental orders, or interruptions of utilities or internet services, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

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