Executive BLI Document

EXECUTIVE BLI DOCUMENT

This Executive BLI Document (the "Agreement") is entered into as of by and between Client Name: and Executive Name: .

RECITALS

WHEREAS, Client Name: is engaged in the business of strategic management, development, and related corporate activities, and requires executive-level services to further its leadership initiatives;

WHEREAS, Executive Name: possesses specialized experience and expertise in executive leadership, business leadership initiatives ("BLI"), and related advisory functions that the Client desires to engage;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

The Executive shall perform the services described above personally or through approved personnel and shall devote such time and effort as reasonably necessary to accomplish the Scope of Work in a professional and timely manner. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

2. PAYMENT TERMS

Payments shall be due within days of invoice receipt. Late payments shall incur interest calculated at per month (or the maximum permitted by law), plus any costs of collection, including reasonable attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, client lists, trade secrets, methodologies, software, and other proprietary materials.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. GOVERNING LAW

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.

6. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and written amendments signed by both 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

7. MISCELLANEOUS

Assignment: Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Client's assets provided that the assignee assumes all obligations of the assignor under this Agreement.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's willful misconduct or gross negligence in connection with this Agreement.

Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

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