Business Management Director Agreement

BUSINESS MANAGEMENT DIRECTOR AGREEMENT

This Business Management Director Agreement (the Agreement) is entered into effective as of Effective Date: by and between Company Name: with principal address at (Company), and Director Name: with mailing address at (Director).

WHEREAS

1. Company operates a business engaged in management, operations and strategic oversight of commercial activities and desires to engage Director to provide executive management services in furtherance of Company objectives.

2. Director represents that Director has the experience, qualifications and ability to perform the services described in this Agreement and is willing to perform such services under the terms set forth herein.

3. The parties desire to set forth their respective rights and obligations with respect to Director's engagement and compensation.

SCOPE OF WORK

Director shall perform business management, leadership, oversight and advisory services as reasonably required by Company, including but not limited to strategic planning, operational management, personnel oversight, financial review, vendor negotiations, and project supervision. Specific deliverables, milestones and performance measures shall be as described below or otherwise agreed in writing.

PAYMENT TERMS

As full compensation for services rendered under this Agreement, Company shall pay Director the amounts and on the schedule set forth below. Director is responsible for all taxes arising from payments received under this Agreement unless otherwise stated in a separate written agreement.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the Notice Period specified above after receipt of written notice. Company may terminate immediately for cause for acts of gross negligence, willful misconduct, fraud, material violation of law, or material breach of confidentiality.

CONFIDENTIALITY

Director acknowledges that in the course of performing services Director will receive or have access to confidential, proprietary and trade secret information belonging to Company, including financial information, business plans, customer lists, pricing, and operational methods (Confidential Information). Director agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third party without Company's prior written consent, and not to use Confidential Information for any purpose other than performance of this Agreement. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, or for as long as such information remains confidential under applicable law, whichever is longer.

INTELLECTUAL PROPERTY AND WORK PRODUCT

All work product, inventions, designs, reports, processes and materials developed or delivered by Director in the performance of services under this Agreement (Work Product) shall be the exclusive property of Company. Director hereby assigns and transfers to Company all right, title and interest in and to such Work Product. To the extent required, Director shall execute documents reasonably necessary to effectuate such assignment.

INDEPENDENT STATUS; TAXES

Director is engaged as an independent contractor unless the parties have specifically indicated employment status below. Director shall be responsible for payment of all federal, state and local taxes related to compensation paid hereunder. Company shall not withhold or pay any payroll taxes on Director's behalf if Director is an independent contractor.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement or any negligent or willful misconduct by the indemnifying party, except to the extent such losses are caused by the indemnified party's own gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, fraud, or breaches of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether based in contract, tort, strict liability or otherwise.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties. Any amendment or modification must be in writing and signed by both parties.

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, except that Company may assign this Agreement to an affiliate or in connection with a change of control.

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