Business Trellis Document

BUSINESS TRELLIS AGREEMENT

Parties

This Business Trellis Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Client requires specialized business development, strategy, and implementation services related to a "trellis" framework for scaling operations (the Services); and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the Services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set out their respective rights and obligations with respect to the engagement of Provider by Client under this Agreement.

Scope of Work

Provider shall perform the Services described below and in any annexed schedules. Provider shall deliver work products and key deliverables in accordance with the schedule agreed in writing by the parties.

Payment Terms

In consideration of the Services, Client shall pay Provider the fees described below. All amounts are denominated in United States dollars unless otherwise agreed in writing.

Invoices shall be rendered by Provider and are due net days from invoice date. Late payments shall bear interest at computed monthly and compounded. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for any material breach by the other party that remains uncured for days after written notice specifying the breach. Either party may terminate without cause upon providing days' prior written notice to the other party. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and for any non-cancellable commitments made in good faith.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Recipient) that is designated as confidential or would reasonably be understood to be confidential given the nature of the information. Recipient shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to those employees, contractors, or advisors with a need to know and who 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 a reasonable degree of care.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of Recipient; (ii) is rightfully known by Recipient at the time of disclosure without restriction on use or disclosure; (iii) is lawfully obtained by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Disclosing Party's Confidential Information.

The obligations under this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables specifically created for Client under this Agreement, subject to payment in full. Provider retains ownership of Provider's pre-existing materials, methodologies, templates, and tools used in providing the Services, provided that any Provider pre-existing materials embedded in deliverables shall not restrict Client's right to use the deliverables for their intended business purpose.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT 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. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the selected arbitration rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules signed by the parties, 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 oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. Notice is effective upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the mail via certified mail, return receipt requested.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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