Relationship LOX Agreement

RELATIONSHIP LOX AGREEMENT

This Relationship LOX Agreement (the Agreement) is made effective as of (Effective Date) by and between:

Individual   Corporation   LLC   Partnership   Other:

Individual   Corporation   LLC   Partnership   Other:

WHEREAS

WHEREAS, Party A has expertise, resources, or access relevant to the parties' contemplated collaboration; and

WHEREAS, Party B desires to engage Party A on the terms set forth herein and the parties desire to memorialize certain understandings regarding their relationship under this Agreement;

WHEREAS, the parties intend that this Agreement set forth the scope, consideration, confidentiality obligations, and other material terms that will govern their interactions.

SCOPE OF WORK

Party A shall provide the services, activities, and deliverables described below. The parties acknowledge that the following description governs the expected relationship and that specific tasks, timelines and deliverables may be further detailed in attachments executed by both parties.

PAYMENT TERMS

In consideration for the performance under this Agreement, Party B shall pay Party A in accordance with the terms below. All amounts are in U.S. dollars unless otherwise specified.

Any undisputed amount not paid when due shall accrue interest at the lesser of (i) per month (18% per annum) or (ii) the maximum rate permitted by applicable law. In addition to interest, Party A may suspend performance if payment is more than days past due.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve either party of any obligation accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public proprietary or business information disclosed by one party (Discloser) to the other (Recipient), whether in oral, written, electronic or other form, including but not limited to financial information, strategies, client lists, trade secrets, and technical data. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of Recipient; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental authority, provided Recipient uses commercially reasonable efforts to give Discloser prompt notice of such requirement.

Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely for the purposes contemplated by this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors with a demonstrable need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days of notice, either party may pursue any remedy available at law or in equity.

LIMITATION OF LIABILITY

Except for liabilities arising from gross negligence, willful misconduct, or breach of the confidentiality obligations, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, and aggregate direct liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

MISCELLANEOUS

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 either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets without such consent. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between the parties.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No representation, promise, inducement or condition not expressed in this Agreement shall be binding on either party.

NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the contact information provided above or to such other address as a party may designate by written notice in accordance with this section. Notices are effective upon receipt if delivered personally, by courier, or by certified mail, or upon confirmation of transmission if sent by electronic mail with delivery confirmation.

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