Business Model Plan

Business Model Plan and Services Agreement

RECITALS

WHEREAS, Party A: is engaged in the business of developing and commercializing business strategies and operational models; and

WHEREAS, Party B: possesses expertise in market analysis, financial modeling and implementation planning; and

WHEREAS, the parties desire to set forth the terms under which Party B will prepare and deliver a Business Model Plan and related consulting services to Party A effective as of .

SCOPE OF WORK

Party B shall perform the services described below and deliver the Business Model Plan deliverables set forth herein. Party B's obligations shall include research, analysis, written deliverables and reasonable revisions as required to satisfy the objectives set by Party A.

BUSINESS MODEL DETAILS

PAYMENT TERMS

As consideration for the services described in this Agreement, Party A shall pay Party B in accordance with the terms below. All monetary amounts are denominated in United States Dollars unless otherwise indicated.

Invoices shall be issued in accordance with the Payment Schedule. Unpaid amounts not disputed in good faith within ten (10) days of receipt of an invoice shall be due and payable. Interest on overdue amounts shall accrue at the Late Payment Fee rate stated above and the prevailing legal rate if higher.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided below.

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 such breach remains uncured for fifteen (15) days after written notice of breach.

Upon termination, Party B shall deliver any completed deliverables and Party A shall pay Party B for all services performed and unreimbursed expenses incurred through the effective date of termination, subject to any setoff for amounts reasonably disputed by Party A.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other in connection with this Agreement. The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to third parties except to employees, contractors or advisers who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (iii) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Except as otherwise agreed in writing, Party B grants to Party A a nonexclusive, perpetual, worldwide license to use the final Business Model Plan deliverables for Party A's internal business purposes. Party B retains ownership of pre-existing materials, methodologies, templates and know-how used in creating the deliverables. To the extent Party B incorporates Party A's Confidential Information into any deliverable, Party A's Confidential Information remains the property of Party A.

WARRANTIES; LIMITATION OF LIABILITY

Party B warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY B DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PARTY B ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTY A TO PARTY B UNDER THIS AGREEMENT.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Party B is an independent contractor and nothing in this Agreement shall create an employment, partnership or joint venture relationship between the parties.

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