Business Panel Template

BUSINESS PANEL AGREEMENT

RECITALS

This Business Panel Agreement (the "Agreement") is entered into as of by and between the parties identified below.

WHEREAS, Panel Organizer: , with principal place of business at , desires to convene a business panel to provide industry insight, evaluation, and advisory services; and

WHEREAS, Panel Member: , with principal place of business at , has the expertise and agrees to provide services as a member of the panel under the terms set forth herein.

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality obligations, and other terms governing the panel engagement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: The Organizer shall pay the Panel Member a total fee of for services rendered under this Agreement. Payment shall be made in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of , or the maximum rate permitted by law, whichever is lower. The Organizer shall also be responsible for reasonable costs of collection.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing the other party with days' prior written notice.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within a commercially reasonable cure period not to exceed thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, all materials and deliverables created specifically for the Organizer by the Panel Member in connection with this Agreement shall be considered "Work Product." The parties agree that ownership of Work Product shall be as follows:

INSURANCE AND INDEMNIFICATION

Indemnification: Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party, its officers, directors and employees (the "Indemnified Party") from and against any claims, liabilities, damages and expenses arising out of the Indemnifying Party's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by the negligence or willful misconduct of the Indemnified Party.

Insurance: The Panel Member shall maintain professional liability and commercial liability insurance in amounts customary for similar engagements and shall provide evidence of such insurance upon reasonable request.

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 its conflict of laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within sixty (60) days, the parties may agree to mediation or other alternative dispute resolution. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief to protect its Confidential Information or intellectual property rights.

MISCELLANEOUS

Relationship of the Parties: The Panel Member is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. The Panel Member shall have no authority to bind the Organizer except as expressly provided in writing.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that the Organizer may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

ENTIRE AGREEMENT

Integration: This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

SIGNATURES

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