Mentor Payment Agreement

MENTOR PAYMENT AGREEMENT

Parties

Mentor Name:

Client Name:

Recitals

WHEREAS, Mentor is engaged in providing professional mentoring, guidance and advisory services in the areas described in this Agreement, and represents that Mentor has the experience and qualifications to provide such services;

WHEREAS, Client desires to engage Mentor to provide mentoring services on the terms and conditions set forth herein, and Mentor is willing to provide those services to Client for compensation as set forth in this Agreement;

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

Scope of Work

Mentor agrees to provide mentoring services including but not limited to advising on strategy, skill development, introductions, and periodic review of progress as described below. Specific activities, deliverables and milestones shall be set forth in the Scope of Work field.

Payment Terms

Client shall pay Mentor the fees set forth below in consideration for the services. All amounts are in USD unless otherwise indicated.

Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Mentor for reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of 10 days after written notice of such breach.

Upon termination, Client shall promptly pay Mentor for services performed and expenses incurred through the effective date of termination. Clauses that by their nature survive termination shall continue in effect.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. Mentor and Client each agree to maintain Confidential Information in strict confidence and not to disclose it to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. Required disclosures by law are permitted provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Mentor retains ownership of pre-existing intellectual property and methodologies. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal purposes. Any custom deliverables created for Client shall be owned by unless otherwise agreed.

Independent Contractor; Taxes

Mentor is an independent contractor and not an employee or agent of Client. Mentor is responsible for all federal, state and local taxes arising from compensation paid under this Agreement and for all insurance and benefits for Mentor's personnel.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Client shall indemnify and hold Mentor harmless from third-party claims arising from Client's use of Mentor's advice inconsistent with the agreed Scope of Work. Except for breaches of confidentiality or willful misconduct, neither party shall be liable for incidental or consequential damages; the aggregate liability of either party shall not exceed the fees paid to Mentor in the six months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes amicably prior to initiating litigation.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals and understandings, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by both parties.

Execution

This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.

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