Startup Mentor Agreement Template

STARTUP MENTOR AGREEMENT

This Startup Mentor Agreement ("Agreement") is entered into as of , (Effective Date) by and between Company Name: with principal address at (Company), and Mentor Name: of (Mentor).

RECITALS

WHEREAS, Company is engaged in the development and commercialization of products and services in the business described above and desires to engage Mentor to provide advisory, strategic, technical and business mentoring services; and

WHEREAS, Mentor has experience, expertise and relationships relevant to Company’s business and is willing to provide such mentoring services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that Mentor provide limited advisory services and that this Agreement describe the scope, term, compensation and intellectual property treatment associated with such services.

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

1. ENGAGEMENT

Company hereby engages Mentor, and Mentor accepts such engagement, to provide advisory, mentoring and related services as set forth in this Agreement (the "Services"). Mentor shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated as provided herein. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

3. COMPENSATION

As full compensation for the Services, Company shall provide to Mentor the following (select applicable and complete fields):

Equity compensation: ; Vesting:

Cash fees: payable on terms:

Reimbursement of reasonable pre-approved expenses incurred in connection with the Services: reimbursement shall be upon submission of supporting receipts to Company.

4. CONFIDENTIALITY

Mentor acknowledges that Mentor may receive information that Company considers confidential or proprietary ("Confidential Information"). Mentor agrees not to use or disclose Confidential Information except as necessary to perform the Services. Confidential Information does not include information that is (a) or becomes public through no breach by Mentor; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Mentor without use of Company Confidential Information. The obligations in this Section shall survive termination of this Agreement for years.

Mentor shall execute a separate mutual non-disclosure agreement if required by Company.

5. INTELLECTUAL PROPERTY

Except as set forth in writing below, Mentor agrees that all inventions, improvements, discoveries, works of authorship, designs, developments and trade secrets conceived, created or reduced to practice by Mentor in direct connection with the Services and using Company Confidential Information (collectively, the "Work Product") shall be the sole property of Company. To the extent permitted by applicable law, Mentor hereby assigns (and agrees to assign) to Company all right, title and interest in and to the Work Product. Mentor retains no rights in Work Product except as expressly provided in this Agreement.

6. PUBLICITY

Mentor may identify Mentor's engagement with Company in Mentor's professional biography and listing of engagements unless Company provides written objection within days of notice. Use of Company trademarks or logos requires Company's prior written consent.

7. CONFLICTS, REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Mentor represents that Mentor's performance will not violate any agreement with a third party or create any undisclosed conflict of interest.

8. INDEPENDENT CONTRACTOR

Mentor is an independent contractor and not an employee, agent or partner of Company. Mentor shall be responsible for all taxes and withholdings related to any cash compensation. Mentor has no authority to bind Company and shall not represent otherwise.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or willful misconduct. The indemnified party shall give prompt written notice of any claim and permit the indemnifying party to control the defense.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR IP OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY COMPANY TO MENTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, reputable overnight courier, or certified mail, return receipt requested, to the addresses set forth above, or to such other address as a party may designate in writing.

12. AMENDMENTS, WAIVER, SEVERABILITY

No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. Failure to enforce any provision shall not be deemed a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. 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.

14. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements. 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.

15. SEVERABILITY

If any provision of this Agreement is determined 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.

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