Entrepreneur Services Agreement

ENTREPRENEUR SERVICES AGREEMENT

This Entrepreneur Services Agreement (Agreement) is entered into as of by and between Client Name: whose principal address is (Client), and Entrepreneur Name: whose principal address is .

RECITALS

WHEREAS, Client desires to engage Entrepreneur to provide certain entrepreneurial, advisory and development services relating to Client's business initiatives, and Entrepreneur is willing to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, Entrepreneur has represented that Entrepreneur possesses specialized expertise, experience and personnel necessary to perform the services described herein and will perform such services as an independent contractor.

WHEREAS, the parties desire to set forth the terms under which Entrepreneur will perform the services and the compensation to be paid by Client.

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

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and consulting activities to be provided by Entrepreneur as described in Section 2 and in the Scope of Services field below. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. "Work Product" means all materials, inventions, designs, discoveries, software, documentation, reports, prototypes and other results conceived, created or delivered by Entrepreneur in connection with the Services.

2. SCOPE OF SERVICES

2.1 Engagement. Client engages Entrepreneur, and Entrepreneur accepts such engagement, to perform the Services as described below and in accordance with the terms of this Agreement.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 12.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Entrepreneur fees in accordance with the fee structure set forth below. Fees are due within thirty (30) days of Client's receipt of a valid invoice unless otherwise stated.

4.2 Expenses. Client will reimburse Entrepreneur for pre-approved, reasonable and necessary expenses incurred in performance of the Services upon submission of receipts. Any single reimbursable expense greater than requires Client's prior written approval.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall keep confidential and shall not use or disclose to any third party any Confidential Information of the other party except as necessary to perform under this Agreement or as required by law. Confidential Information excludes information that is or becomes publicly known through no breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully received from a third party without restriction.

5.2 Remedies. The parties agree that a breach of this Section 5 may cause irreparable harm for which monetary damages would be inadequate and that the injured party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Work Product. Except as otherwise expressly agreed in writing, all right, title and interest in and to Work Product shall be the exclusive property of Client. Entrepreneur hereby assigns and agrees to assign to Client all right, title and interest in and to all Work Product, including all patent, copyright, trademark and trade secret rights.

6.2 Pre-existing Materials. Entrepreneur shall retain ownership of Entrepreneur's pre-existing intellectual property and tools not created for or on behalf of Client. Entrepreneur shall identify any such pre-existing materials required to be used in performance of the Services:

6.3 Portfolio Use. Notwithstanding the foregoing, Entrepreneur may retain the right to include non-confidential, non-proprietary Work Product in Entrepreneur's portfolio or marketing materials, provided no Confidential Information or Client logos are disclosed without Client's prior written consent.

7. INDEPENDENT CONTRACTOR

7.1 Status. Entrepreneur is an independent contractor and not an employee, agent, partner or joint venturer of Client. Entrepreneur is responsible for all taxes and withholdings arising from fees paid by Client and will not be entitled to employee benefits from Client.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the Agreement is a legal, valid and binding obligation enforceable against it in accordance with its terms.

8.2 Entrepreneur Representations. Entrepreneur represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and that the Work Product will not infringe or misappropriate any third party intellectual property rights.

9. INDEMNIFICATION

9.1 Indemnification by Entrepreneur. Entrepreneur shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of (a) Entrepreneur's breach of any representation, warranty or obligation under this Agreement, or (b) alleged infringement of a third party's intellectual property rights by the Work Product.

9.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Entrepreneur from and against claims arising from Client's use of the Work Product in combination with materials or products not supplied by Entrepreneur or from Client's negligent or willful misuse of the Work Product.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, special, incidental, punitive or exemplary damages, including lost profits.

10.2 Liability Cap. Except for obligations arising from indemnification under Section 9, confidentiality or infringement claims, the aggregate liability of each party arising out of or in connection with this Agreement shall not exceed the total fees actually paid by Client to Entrepreneur under this Agreement in the twelve (12) months preceding the claim.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination.

11.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Entrepreneur for Services performed and expenses incurred through the effective date of termination. Each party shall promptly return or destroy Confidential Information of the other party and certify such return or destruction upon request.

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by national overnight courier, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

13. GENERAL PROVISIONS

13.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all of its assets or corporate reorganization.

13.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.3 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude further exercise of that or any other right.

13.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

13.5 Entire Agreement. This Agreement, together with any attachments or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

13.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.7 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures shall be deemed originals for all purposes.

SIGNATURES

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