Business Vision Agreement

BUSINESS VISION AGREEMENT

Parties and Effective Date

This Business Vision Agreement (the Agreement) is entered into as of by and between

WHEREAS

WHEREAS, Company conducts business in the development and commercialization of products and services associated with its strategic objectives and desires an articulated business vision to guide product, marketing, and organizational initiatives; and

WHEREAS, Vision Partner has demonstrated expertise in formulating strategic visions, market positioning, and operational roadmaps and is willing to provide vision planning and advisory services to Company under the terms set forth in this Agreement.

Scope of Work

Vision Partner will perform the services described below for Company. Services will include but are not limited to strategic vision development, stakeholder interviews, market analysis, positioning recommendations, and a written vision deliverable. Specific tasks, deliverables, milestones, and acceptance criteria are described in the Scope of Work.

Payment Terms

Company shall pay Vision Partner the fees set forth below in consideration for the services. All fees are exclusive of applicable taxes unless otherwise stated. Vision Partner shall invoice Company in accordance with the schedule below, and Company shall pay invoiced amounts within the payment periods specified.

Invoices unpaid after the due date shall accrue interest at the rate set forth above and Company shall reimburse Vision Partner for reasonable collection costs, including attorney fees, incurred in recovering overdue amounts.

Term and Termination

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

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 breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

Each party (Receiving Party) acknowledges that during the term of this Agreement it will receive Confidential Information of the other party (Disclosing Party). Confidential Information means non-public business, technical, financial, and strategic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party will (i) hold Confidential Information in strict confidence, (ii) use it solely to perform obligations under this Agreement, and (iii) not disclose it to any third party except to employees, consultants, or agents who have a need to know and who are subject to confidentiality obligations no less protective than those herein. The obligations in this section will survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Except as otherwise agreed in writing, Vision Partner hereby assigns to Company all right, title and interest in and to the final written deliverables created specifically for Company under this Agreement (Deliverables). Vision Partner retains ownership of its pre-existing materials, methodologies, know-how and tools, and grants Company a non-exclusive license to any pre-existing materials incorporated in the Deliverables solely to the extent necessary to use the Deliverables as intended by this Agreement.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Vision Partner represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID BY COMPANY TO VISION PARTNER UNDER THIS AGREEMENT.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party designates by written notice). Notices are effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing state.

Entire Agreement

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and will not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

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