Business Panel Contract

BUSINESS PANEL CONTRACT

This Business Panel Contract (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Company operates a business advisory panel to obtain market insights, product feedback and business strategy guidance (the Panel); and

WHEREAS, Panelist has expertise and experience in business strategy, market analysis and/or relevant industry matters and desires to provide services to Company as a member of the Panel; and

WHEREAS, the parties desire to set forth the terms and conditions under which Panelist will participate in the Panel and provide services to Company.

SCOPE OF WORK

Panelist shall provide advisory services, including but not limited to participation in scheduled panel discussions, written or oral feedback on products or strategies, completion of surveys or research tasks, and attendance at up to the number of meetings set forth below. Specific activities, deliverables and performance standards are described as follows:

Expected number of panel meetings per term:   Approximate time commitment per meeting:

PAYMENT TERMS

In consideration for the services rendered by Panelist, Company shall pay Panelist as follows.

Panelist shall submit invoices itemizing services rendered. Company may withhold taxes where required by law. Expense reimbursement, if any, must be pre-approved in writing and will be paid within the payment schedule above upon submission of receipts.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Company may terminate immediately for material breach, unauthorized disclosure of Confidential Information, or conduct that, in Company's reasonable discretion, materially harms Company. Termination shall not relieve Company of payment obligations for services performed prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by Company to Panelist, whether tangible or intangible, in any form, that is marked or otherwise designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Panelist shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform services under this Agreement, and (c) not disclose Confidential Information to any third party except to Panelist's employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known without breach, is lawfully received from a third party without restriction, or is independently developed by Panelist without use of Confidential Information.

Upon termination or at Company's request, Panelist shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. Remedies at law may be inadequate to protect Company; accordingly, Company shall be entitled to injunctive relief in addition to any other remedies.

INTELLECTUAL PROPERTY

Panelist hereby assigns to Company all right, title and interest in and to any work product, recommendations, analyses or materials developed specifically for Company under this Agreement. To the extent any such work product may not be assignable, Panelist hereby grants Company a perpetual, royalty-free, transferable license to use, modify and sublicense such work product worldwide.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims arising from that party's breach of this Agreement or willful misconduct. Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability shall not exceed the fees paid to Panelist under this Agreement in the twelve months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Relationship of the Parties: Panelist is an independent contractor and not an employee, partner or agent of Company. Panelist is responsible for all taxes, withholdings and other statutory obligations arising from compensation paid under this Agreement.

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

Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

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