Business Starter Contract

BUSINESS STARTER CONTRACT

This Business Starter Contract (the "Agreement") is entered into as of by and between:

Client Name: , Address:

Service Provider: , Address:

RECITALS

WHEREAS, Client seeks initial business setup, advisory and deliverable services to establish certain commercial operations and market-facing materials; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to provide the services described below on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below (the "Services" and "Deliverables"). Service Provider will use commercially reasonable efforts to perform in a timely, professional manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees described in this section in consideration for the Services and Deliverables. Unless otherwise stated, fees are exclusive of taxes, which Client shall be responsible for where applicable.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall notify Service Provider in writing of any disputed amounts within ten (10) days of receipt of an invoice; undisputed portions remain payable when due.

Expenses reasonably incurred by Service Provider in performing Services that are pre-approved by Client in writing shall be reimbursed within the payment period set forth above upon submission of receipts.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure a breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and non-cancellable commitments made prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not disclose such Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound to confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was known to the receiving party before disclosure; or (iii) was independently developed without use of the disclosing party’s Confidential Information.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and methodologies. Upon full payment, Service Provider assigns to Client all right, title and interest in and to the Deliverables specifically prepared for Client under this Agreement, subject to Service Provider's right to retain copies for recordkeeping and to the extent such ownership would otherwise include Service Provider's pre-existing materials, tools or third-party components, Service Provider grants Client a perpetual, nonexclusive, royalty-free license to use such components as incorporated in the Deliverables.

6. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents it has full power and authority to enter into this Agreement. Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

7. INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claim arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct, subject to the indemnified party providing prompt notice and reasonable cooperation in the defense of any such claim.

8. 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.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and executed by authorized representatives of both parties.

10. MISCELLANEOUS

Relationship of the parties: Service Provider is an independent contractor. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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