Director Services Agreement

DIRECTOR SERVICES AGREEMENT

This Director Services Agreement (the "Agreement") is entered into as of by and between , a organized under the laws of ("Company"), and ("Director").

RECITALS

WHEREAS, the Company desires to retain the services of Director to serve on the Company's board of directors and to perform such duties and responsibilities as set forth in this Agreement; and

WHEREAS, Director has the experience and qualifications necessary to perform such services and is willing to serve on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their entire agreement with respect to Director's services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT AND DUTIES

1.1 Appointment. The Company hereby appoints Director to serve as a member of the board of directors of the Company and Director accepts such appointment on the terms and conditions set forth in this Agreement.

1.2 Duties. Director shall perform the duties customarily associated with the office of director, including attending meetings, serving on committees, advising senior management and acting in the best interests of the Company. Director shall devote such time as is reasonably necessary to perform duties but shall not be required to devote full time to Company affairs.

1.3 Standard of Conduct. Director shall perform duties in good faith, with the care an ordinarily prudent person in a similar position would exercise under comparable circumstances, and in a manner reasonably believed to be in the best interests of the Company.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date set forth above and shall continue for a period of unless earlier terminated in accordance with Section 10.

3. COMPENSATION

3.1 Fees. As full consideration for the services rendered hereunder, the Company shall pay Director a fee of per . Fees shall be payable in arrears within days after invoice.

3.2 Equity and Other Compensation. Any grant of equity or additional compensation shall be subject to separate written agreement executed by authorized representatives of the Company and Director.

4. EXPENSES

The Company shall reimburse Director for reasonable and necessary out-of-pocket expenses incurred in the performance of Director's duties, provided such expenses are documented in accordance with the Company's expense reimbursement policy and submitted within days of incurrence.

5. CONFIDENTIALITY

5.1 Confidential Information. Director shall hold in strict confidence and shall not, without prior written consent of the Company, disclose to any third party or use for Director's own benefit any confidential or proprietary information of the Company, including but not limited to business plans, financial information, customer lists, trade secrets and strategic initiatives.

6. CONFLICTS OF INTEREST

Director represents that Director has disclosed to the Company all existing material relationships that could reasonably be expected to create a conflict of interest. Director shall promptly disclose to the Company any new relationship, transaction or circumstance that could reasonably be expected to create a conflict and shall comply with the Company's conflict of interest policies.

Yes

7. INTELLECTUAL PROPERTY

Director agrees that any materials, inventions or improvements conceived or developed by Director in the course of performing services for the Company that relate to the Company's business shall be the exclusive property of the Company. To the extent permitted by law, Director hereby assigns to the Company all right, title and interest in such intellectual property and will execute documents reasonably requested to effectuate such assignment.

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Director from and against all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim relating to Director's service as a director, provided Director acted in good faith and in a manner reasonably believed to be in the best interests of the Company.

8.2 Insurance. The Company shall maintain director and officer liability insurance with coverage limits of not less than unless otherwise agreed in writing.

9. CONFIDENTIAL POST-TERMINATION OBLIGATIONS

Upon termination or expiration of this Agreement, Director shall promptly deliver to the Company all documents and materials containing Confidential Information and shall continue to be bound by the confidentiality obligations set forth in Section 5 for a period of years.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate this Agreement immediately for material breach by the other party that is not cured within days after written notice specifying the breach.

11. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail to the addresses set forth below or to such other address as a party designates by notice.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and no single or partial exercise of any right shall preclude further exercise of that or any other right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any attachments or written instruments executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or facsimile) shall be deemed original signatures for all purposes.

17. MISCELLANEOUS

17.1 Relationship of Parties. Director is an independent contractor for all purposes and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency relationship between the parties.

17.2 Survival. The provisions of this Agreement that by their nature survive termination shall survive such termination, including but not limited to Sections 5 (Confidentiality), 7 (Intellectual Property), 8 (Indemnification and Insurance) and 14 (Entire Agreement).

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