Business Power Document

BUSINESS POWER DOCUMENT

This Business Power Document is entered into by the undersigned parties for the grant and acceptance of authority to act on behalf of a business entity under the terms set forth below.

Parties

Individual Corporation Limited Liability Company (LLC) Partnership

Whereas

WHEREAS, Grantor is duly authorized to conduct business under the name or entity identified above and desires to delegate specific business powers to Grantee for the purpose of conducting specified transactions on behalf of the Grantor; and

WHEREAS, Grantee is willing to accept such delegation of authority subject to the terms, limitations, and duties set forth in this Business Power Document; and

WHEREAS, the parties intend that the powers granted herein be exercised in accordance with the law and the Grantor's established policies and subject to the fiduciary responsibilities set forth below.

Scope of Work and Authority

Grantor hereby grants to Grantee the authority to perform the following acts, on behalf of and in the name of Grantor, subject to the limitations described herein. The authority includes the power to negotiate, execute, deliver, amend, and terminate agreements, to make financial and operational decisions, and to otherwise bind the Grantor to obligations within the scope described below.

The Grantee shall not delegate the granted authority to any third party without the prior written consent of the Grantor. All actions taken by the Grantee pursuant to this document shall be consistent with the best interests of the Grantor and shall comply with applicable law.

Payment Terms

As consideration for services and authority granted herein, Grantor agrees to compensate Grantee in accordance with the following terms.

All invoices shall be rendered in writing. Payment is due within the period specified in the Payment Schedule. If no period is specified, payment shall be due within 30 days of invoice. Late payments shall accrue the Late Payment Fee/Interest as specified above, calculated from the payment due date until paid in full. Grantee shall retain records of time and expenses and shall provide substantiating documentation upon reasonable request.

Term and Termination

This Business Power Document shall commence on the Effective Date set forth below and, unless earlier terminated in accordance with this section, shall continue until the End Date set forth below.

Effective Date: — Term End Date:

Either party may terminate this agreement without cause by providing the other party the Notice Period for Termination in writing. Grantor may immediately revoke any authority granted hereunder upon written notice if Grantee materially breaches any obligation, acts in bad faith, commits fraud, or otherwise engages in conduct that could cause material harm to the Grantor. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Grantee acknowledges that, in the course of performing duties under this document, Grantee will receive or have access to confidential business information of the Grantor, including financial records, customer lists, pricing, trade secrets, and strategic plans ("Confidential Information"). Grantee shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform authorized duties, and (c) not disclose Confidential Information to any third party without Grantor's prior written consent. Confidential Information does not include information that is or becomes publicly known through no wrongful act of Grantee, is rightfully received from a third party without restriction, or is independently developed without use of Grantor's Confidential Information.

Upon termination or at Grantor's request, Grantee shall promptly return or destroy all materials containing Confidential Information and certify in writing that such return or destruction has been completed.

Indemnification and Liability

Grantee agrees to indemnify, defend, and hold harmless the Grantor and its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Grantee's negligent or willful acts or omissions in the performance of duties under this document. Nothing in this document shall be construed to limit any remedies available at law or in equity.

Governing Law

This Business Power Document shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this document.

Representations; Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform under this Business Power Document, and that the person signing on behalf of a party is authorized to bind that party. Grantee further represents that Grantee will act in good faith and in a manner consistent with applicable fiduciary duties.

Entire Agreement

This document, together with any attachments or written amendments signed by both parties, 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 of this Business Power Document must be in writing and signed by both parties.

Severability

If any provision of this Business Power Document is held to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Acknowledgement

By signing below, each party acknowledges that it has read and understands the terms of this Business Power Document, has had the opportunity to seek independent advice, and agrees to be bound by its terms.

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