Exclusive Representation Agreement

EXCLUSIVE REPRESENTATION AGREEMENT

This Exclusive Representation Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , Entity Type: Corporation LLC Individual, with principal place of business at ; and Representative Name: , Entity Type: Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Client develops, owns or controls certain products, services, intellectual property or business opportunities described more fully herein (the "Client Offerings"); and

WHEREAS, Representative has expertise, contacts and the ability to promote, solicit and secure engagements, licenses, sales or other transactions for the Client Offerings in the Territory defined below; and

WHEREAS, Client desires to engage Representative on an exclusive basis for the Territory and Services set forth in this Agreement, and Representative is willing to accept such engagement on the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 "Territory" means the geographic area in which Representative shall have exclusive authority to act under this Agreement:

1.2 "Services" means the marketing, solicitation, negotiation and other representation activities described in Section 2 and any written scope appended hereto.

2. APPOINTMENT; SCOPE OF REPRESENTATION

2.1 Appointment. Client hereby appoints Representative as its exclusive representative to perform the Services in the Territory during the Term, and Representative accepts such appointment subject to the terms and conditions of this Agreement.

2.2 Scope. Representative shall use commercially reasonable efforts to identify, solicit and pursue bona fide opportunities for the Client Offerings, to negotiate terms on Client's behalf with prospective third parties and to assist in the execution of transactions. Detailed duties include: presenting Client Offerings to prospective counterparties, coordinating demonstrations and meetings, preparing proposal materials as requested, and timely reporting to Client.

3. EXCLUSIVITY; EXCEPTIONS

3.1 During the Term, Client shall not appoint any other representative for the Client Offerings within the Territory, and Client shall not solicit or accept directly any engagement or transaction within the Territory except as specifically permitted in writing. Representative shall have the exclusive right to negotiate and procure transactions described in this Agreement.

3.2 Exceptions. Notwithstanding the foregoing, Client may pursue pre-existing relationships, direct customer renewals, or transactions expressly excluded by written schedule attached to this Agreement. Any such exceptions must be listed on an attached schedule and identified by both parties in writing.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of (the "Initial Term"), unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive periods of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

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

5. COMPENSATION; PAYMENT

5.1 Commission. Client shall pay Representative a commission equal to of the Gross Consideration actually received by Client in respect of each Transaction procured by Representative during the Term.

5.2 Payment Terms. Commissions shall be payable within days after Client's receipt of payment from the counterparty. Representative shall provide an invoice and reasonable substantiation of amounts due.

6. EXPENSES

6.1 Client shall reimburse Representative for reasonable out-of-pocket expenses pre-approved in writing by Client. Reimbursable expenses shall be supported by receipts and invoiced monthly. Pre-approved travel and accommodation shall be reimbursed within the payment period set forth in Section 5.2.

7. REPRESENTATIONS AND WARRANTIES

7.1 Client represents and warrants that it has all rights, title and interest necessary to grant the rights contemplated by this Agreement and that the Client Offerings do not infringe third party intellectual property rights to Client's knowledge.

7.2 Representative represents and warrants that it has the full authority to enter this Agreement, that its performance will comply with applicable laws and that it will act in good faith and in the best interests of Client in performing the Services.

8. CONFIDENTIALITY

8.1 Each party shall hold in confidence all non-public information disclosed by the other party and shall not disclose such information except as required by law or with the disclosing party's prior written consent. Confidential information shall remain confidential for a period of years following termination of this Agreement.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense thereof.

9.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE TOTAL AMOUNTS PAID OR PAYABLE TO REPRESENTATIVE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail return receipt requested.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

11.2 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 facsimile or electronic image shall be deemed original signatures for all purposes.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

12.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration administered in the agreed location or as selected by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including all schedules and exhibits attached hereto, 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 written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create an agency, partnership, joint venture or employment relationship other than the limited representative appointment set forth herein.

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