User Advisory Agreement

User Advisory Agreement

This User Advisory Agreement ("Agreement") is entered into as of Effective Date: by and between Advisor Name: (hereinafter "Advisor") and Company Name: (hereinafter "Company").

WHEREAS

WHEREAS, Company operates and maintains products, services, or platforms for which technical, strategic, or product-advisory input from experienced users is desirable; and

WHEREAS, Advisor possesses relevant experience and expertise and is willing to provide advisory services to Company on the terms set forth herein; and

WHEREAS, the parties desire to define the scope, payment, confidentiality obligations and other terms governing the advisory relationship.

SCOPE OF WORK

Advisor shall provide advisory services to Company as described below. The parties acknowledge that the description below sets forth the principal services to be performed; the parties may agree in writing to modify or expand such services.

PAYMENT TERMS

Company shall compensate Advisor for services performed in accordance with the rates and schedule set forth below. Advisor shall submit invoices in reasonable detail and Company shall pay undisputed amounts in accordance with this section.

Overdue amounts shall accrue interest at a rate of percent per month (or the maximum permitted by law, if lower), calculated monthly from the date payment was due until paid in full. In addition, Company shall reimburse Advisor for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Company shall reimburse Advisor for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services, subject to submission of receipts. Maximum single-expense reimbursement without prior written approval:

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Company shall pay Advisor for all fees and pre-approved expenses accrued through the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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 business plans, technical data, product roadmaps, customer lists, and pricing.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except to its employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no breach of this Agreement by Receiving Party, (ii) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party, (iii) is rightfully received from a third party without a duty of confidentiality, or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Return or Destruction: Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that such return or destruction has been completed, except to the extent retention is required by applicable law or reasonable internal recordkeeping practices.

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of this confidentiality provision and that the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

Advisor is an independent contractor and not an employee, agent or legal representative of Company for any purpose. Advisor shall be solely responsible for all taxes, insurance, and other obligations related to compensation received under this Agreement. Advisor shall not hold itself out as having authority to bind Company.

Advisor confirms status as an independent contractor and will be responsible for applicable taxes and insurance.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except to the extent arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising out of its own breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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, representations and understandings. Any modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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