Business Tank Document

BUSINESS TANK DOCUMENT

This Business Tank Document (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client Name seeks professional business development, strategic review, and related advisory services described herein to refine commercial strategies, investor presentations, and go-to-market planning; and

WHEREAS, Provider Name represents that it possesses the expertise, personnel, and resources necessary to perform the services in a commercially reasonable and workmanlike manner under the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider will exercise reasonable skill, care, and diligence customary to the industry in performing the services.

2. PAYMENT TERMS

In consideration for the services, Client shall pay Provider the fees and reimbursements set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at the rate of per month (or the maximum permitted by law, if less). In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting past-due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Provider may suspend performance if Client fails to pay undisputed amounts when due.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (i) is or becomes generally known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and lawful assistance to limit disclosure.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS AND WARRANTIES; LIABILITY

Each party represents that it has the full right, power and authority to enter into and perform this Agreement. Provider warrants that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. 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 any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located within that state.

7. ENTIRE AGREEMENT; AMENDMENT

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

8. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor by way of merger or sale of substantially all assets. Failure to exercise any right shall not be deemed a waiver. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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