Business Representation Contract

BUSINESS REPRESENTATION CONTRACT

Parties and Effective Date

This Business Representation Contract (the "Agreement") is entered into effective as of (the "Effective Date") by and between:

Recitals

WHEREAS, Client is engaged in the business described as and seeks professional representation to pursue business development, introductions, and negotiation of commercial arrangements; and

WHEREAS, Representative has expertise, contacts, and experience in marketing, negotiating, and procuring business opportunities on behalf of principals and is willing to act as Client's business representative on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations in connection with such representation.

Scope of Work

Representative shall perform the services described below on behalf of Client. Representative shall act as an independent contractor and not as an employee, agent for employment purposes, partner, or joint venturer of Client.

Payment Terms

As full compensation for the services provided under this Agreement, Client shall pay Representative in accordance with the terms below.

Any undisputed invoice not paid within days after the invoice date shall accrue interest at the lesser of (i) per month or (ii) as a one-time late fee. Client shall be responsible for reasonable collection costs and attorney fees incurred in enforcing payment obligations.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Representative shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Obligations under this Section shall continue for years following termination or expiration of this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the other party's Confidential Information, or required to be disclosed by law or court order (provided the disclosing party is given prompt notice and the disclosure is limited to the extent possible).

Independent Contractor; Non-Exclusive Relationship

Representative is engaged as an independent contractor. Nothing in this Agreement creates an employment relationship, fiduciary relationship, partnership, joint venture, or franchise between the parties. Unless otherwise agreed in writing in Section 2, representation is exclusive (check box if representative will act exclusively).

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and reasonable costs (including attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable for consequential, incidental, punitive, or special damages, and total liability for any claim arising out of this Agreement shall not exceed the fees paid to Representative under this Agreement in the twelve (12) 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. The parties agree that the state and federal courts located in that jurisdiction shall have exclusive venue for any dispute arising under this Agreement, subject to the right to seek injunctive relief in any competent forum.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may specify in writing. Notice shall be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered.

Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be valid and binding to the same extent as original signatures.

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