Business Presentation Statement

BUSINESS PRESENTATION STATEMENT

This Business Presentation Statement (the Statement) is entered into by the parties below on this .

Parties

WHEREAS

WHEREAS, Presenter has expertise in the subject matter described as and maintains materials and know-how relevant to the Recipient's business objectives;

WHEREAS, Recipient desires to receive a business presentation and associated materials from Presenter for the purpose of evaluation, potential engagement, and internal decision-making; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations and other material terms in this Statement.

Scope of Work

Presenter shall prepare, deliver and, if applicable, make available supporting materials for a presentation described below. The presentation shall include the content, format, and any follow-up deliverables set forth in the Scope of Work field.

Date:    Location:

Payment Terms

In consideration for the presentation and deliverables, Recipient shall pay Presenter the fees set forth below according to the schedule provided. Payment obligations are unconditional except as expressly set forth in this Statement.

Term and Termination

The term of this Statement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Statement for material breach by the other party if the breaching party fails to cure such breach within the notice period stated above following receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or which, by its nature, should reasonably be considered confidential. Recipient shall: (a) use Confidential Information solely to evaluate or benefit from the presentation; (b) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. Recipient acknowledges that breach of this confidentiality obligation may cause irreparable harm for which monetary damages are inadequate and agrees that injunctive relief is an appropriate remedy.

Intellectual Property

Unless otherwise agreed in writing, Presenter retains all right, title and interest in and to all pre-existing and newly created intellectual property embodied in the presentation materials and deliverables. Presenter grants Recipient a limited, non-exclusive, non-transferable license to use the delivered materials solely for internal evaluation and decision-making. Any reproduction, public distribution, or sale of Presenter materials is prohibited without Presenter’s prior written consent.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third party claims arising from its gross negligence or willful misconduct in connection with this Statement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS STATEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY RECIPIENT TO PRESENTER UNDER THIS STATEMENT.

Governing Law

This Statement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. Each party submits to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising under this Statement.

Entire Agreement

This Statement, including 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, proposals, representations and understandings, whether written or oral. Any modification to this Statement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Statement creates an agency, partnership, joint venture or employment relationship.

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