Business Pod Document

Business Pod Document

Parties

Recitals

WHEREAS, the Service Provider is engaged in the business of providing business incubation, advisory, shared workspace, mentorship and related support services, and has the capacity and expertise to provide such services to the Client; and

WHEREAS, the Client desires to engage the Service Provider to deliver the services described in this Agreement and the Service Provider agrees to provide such services under the terms and conditions set forth below; and

WHEREAS, this Agreement is effective as of and memorializes the parties' mutual obligations.

Scope of Work

The Service Provider will perform the services, deliverables, and milestones described below. Services shall include, without limitation, mentorship, business planning assistance, access to shared facilities, networking introductions, and operational support as specified in the detailed scope.

Payment Terms

As full consideration for the services, the Client shall pay the Service Provider the amounts and on the schedule set forth below. All fees are payable in lawful money of the United States and are exclusive of taxes for which the Client is responsible.

Invoices shall be submitted to the Client in accordance with the payment schedule and are due within days of invoice receipt. Late payments shall incur a late fee of % per month on any outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for cause upon a material breach that remains uncured after ten (10) days' written notice. Termination shall not relieve the Client of its obligation to pay for services rendered through the effective date of termination, and obligations that by their nature survive termination shall remain enforceable.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether marked confidential or reasonably understood to be confidential. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care used to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform the Agreement and subject to confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes publicly known through no breach, was already lawfully known to the Receiving Party, is independently developed, or is rightfully obtained from a third party without restriction. Upon termination, Receiving Party shall return or destroy Confidential Information and certify in writing such return or destruction upon request. The obligations under this clause shall survive termination for a period of years, except with respect to trade secrets which shall survive as long as they remain trade secrets.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations under this Agreement. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement, that the signatory below is duly authorized to bind the party, and that performance will not violate any other agreement or applicable law.

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