ADVISORY BOARD AGREEMENT

THIS ADVISORY BOARD AGREEMENT is made effective as of ________________, (the "Effective

Date") by and between ___________, a ____________ (the "Company"), and ________________ (the
"Advisor").
RECITALS
A. Company desires to obtain the services of Advisor to serve on the Companys Board of
Advisors (the AB!), and the Advisor desires to serve on the AB, "pon the fo##owin$ terms and conditions.
B. Company has spent si$nificant time, effort, and money to deve#op certain %roprietary
&nformation (as defined be#ow), which Company considers vita# to its b"siness and $oodwi##.
C. 'he %roprietary &nformation may necessari#y be comm"nicated to or received by Advisor
in the co"rse of servin$ on the AB for the Company, and Company desires to obtain the (ervices of
Advisor, on#y if, in doin$ so, it can protect its %roprietary &nformation and $oodwi##.
D. Company does not, however, desire to receive from Advisor, or for Advisor to either
ind"ce the "se of or "se in connection with the performance of the (ervices, any information which is
confidentia# to or ownership of which resides in a third party, whether ac)"ired either prior to or
s"bse)"ent to Advisor*s retention here"nder.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby a$ree as fo##ows+

1. Advisory Board M!"r. Company hereby retains Advisor to serve on its Advisory
Board. . 'he term of this A$reement (the 'erm!) sha## be the period commencin$ on the Effective Date
and terminatin$ "pon three (,) days prior written notice de#ivered by either party to the other for any
reason. -pon any termination of the (ervices as provided in the precedin$ sentence, this A$reement sha##
terminate e.cept that the provisions set forth in (ections /.b, 0 and 1 of this A$reement sha## s"rvive s"ch
termination.
#. $osi%io&, D'%is, Rs(o&si"i)i%is.
a. D'%is. Advisor sha## perform those services ((ervices!) as reasonab#y re)"ested
by the Company from time to time, inc#"din$ b"t not #imited to the (ervices described on E.hibit A
attached hereto. Advisor sha## devote Advisor*s commercia##y reasonab#e efforts and attention to the
performance of the (ervices for the Company on a time#y basis. Advisor sha## a#so ma2e himse#f avai#ab#e
to answer )"estions, provide advice and provide (ervices to the Company "pon reasonab#e re)"est and
notice from the Company.
". I&d(&d&% Co&%ra*%or+ No Co&,)i*%. &t is "nderstood and a$reed, and it is the
intention of the parties hereto, that Advisor is an independent contractor, and not the emp#oyee, a$ent, 3oint
vent"rer, or partner of Company for any p"rposes whatsoever. Advisor is s2i##ed in providin$ the
(ervices,. 'o the e.tent necessary, Advisor sha## be so#e#y responsib#e for any and a## ta.es re#ated to the
receipt of any compensation "nder this A$reement. Advisor hereby represents, warrants and covenants that
Advisor has the ri$ht, power and a"thority to enter into this A$reement and that neither the e.ec"tion nor
de#ivery of this A$reement, nor the performance of the (ervices by Advisor wi## conf#ict with or res"#t in a
breach of the terms, conditions or provisions of, or constit"te a defa"#t "nder, any contract, covenant or
instr"ment "nder which Advisor is now or hereinafter becomes ob#i$ated.
4
-. Co!(&sa%io&, B&,i%s, E.(&ss.
a. Co!(&sa%io&. As f"## and comp#ete consideration of the (ervices to be rendered
here"nder, the Company sha## pay Advisor the Compensation described on E.hibit A attached hereto.
". Ri!"'rs!&% o, E.(&ss. Company sha## prompt#y reimb"rse Advisor for
any reasonab#e costs and e.penses inc"rred by Advisor in connection with any (ervices specifica##y
re)"ested by Company and act"a##y performed by Advisor p"rs"ant to the terms of this A$reement. Each
s"ch e.pendit"re or cost sha## be reimb"rsed on#y if+ (i) with respect to costs in e.cess of 5466,
individ"a##y, Advisor receives prior approva# from the Companys CE7 or C87 or other e.ec"tive for s"ch
e.pendit"re or cost, and (ii) with respect to costs in #ess than 5466, individ"a##y, provided Advisor
f"rnishes to Company ade)"ate records and other doc"ments reasonab#y acceptab#e to Company
evidencin$ s"ch e.pendit"re or cost.
/. $ro(ri%ary I&,or!a%io&+ Wor0 $rod'*%+ No&1Dis*)os'r.
a. D,i&d. Company has conceived, deve#oped and owns, and contin"es to conceive
and deve#op, certain property ri$hts and information, inc#"din$ b"t not #imited to its b"siness p#ans and
ob3ectives, c#ient and c"stomer information, financia# pro3ections, mar2etin$ p#ans, mar2etin$ materia#s,
#o$os, and desi$ns, and technica# data, inventions, processes, 2now9how, a#$orithms, form"#ae, franchises,
databases, comp"ter pro$rams, comp"ter software, "ser interfaces, so"rce codes, ob3ect codes,
architect"res and str"ct"res, disp#ay screens, #ayo"ts, deve#opment too#s and instr"ctions, temp#ates, and
other trade secrets, intan$ib#e assets and ind"stria# or proprietary property ri$hts which may or may not be
re#ated direct#y or indirect#y to Company*s software b"siness and a## doc"mentation, media or other tan$ib#e
embodiment of or re#atin$ to any of the fore$oin$ and a## proprietary ri$hts therein of Company (a## of
which are hereinafter referred to as the "%roprietary &nformation"). A#tho"$h certain information may be
$enera##y 2nown in the re#evant ind"stry, the fact that Company "ses it may not be so 2nown. &n s"ch
instance, the 2now#ed$e that Company "ses the information wo"#d comprise %roprietary &nformation.
8"rthermore, the fact that vario"s fra$ments of information or data may be $enera##y 2nown in the re#evant
ind"stry does not mean that the manner in which Company combines them, and the res"#ts obtained
thereby, are 2nown. &n s"ch instance, that wo"#d a#so comprise %roprietary &nformation.

". G&ra) Rs%ri*%io&s o& 2s. Advisor a$rees to ho#d a## %roprietary &nformation
in confidence and not to, direct#y or indirect#y, disc#ose, "se, copy, p"b#ish, s"mmari:e, or remove from
Company*s premises any %roprietary &nformation (or remove from the premises any other property of
Company), e.cept (i) d"rin$ the cons"#tin$ re#ationship to the e.tent a"thori:ed and necessary to carry o"t
Advisor*s responsibi#ities "nder this A$reement, and (ii) after termination of the cons"#tin$ re#ationship,
on#y as specifica##y a"thori:ed in writin$ by Company. ;otwithstandin$ the fore$oin$, s"ch restrictions
sha## not app#y to+ (.) information which Advisor can show was ri$htf"##y in Advisor*s possession at the
time of disc#os"re by Company< (y) information which Advisor can show was received from a third party
who #awf"##y deve#oped the information independent#y of Company or obtained s"ch information from
Company "nder conditions which did not re)"ire that it be he#d in confidence< or (:) information which, at
the time of disc#os"re, is $enera##y avai#ab#e to the p"b#ic.
*. O3&rs4i( o, Wor0 $rod'*%. A## =or2 %rod"ct sha## be considered wor2(s)
made by Advisor for hire for Company and sha## be#on$ e.c#"sive#y to Company and its desi$nees. &f by
operation of #aw, any of the =or2 %rod"ct, inc#"din$ a## re#ated inte##ect"a# property ri$hts, is not owned in
its entirety by Company a"tomatica##y "pon creation thereof, then Advisor a$rees to assi$n, and hereby
assi$ns, to Company and its desi$nees the ownership of s"ch =or2 %rod"ct, inc#"din$ a## re#ated
inte##ect"a# property ri$hts. "=or2 %rod"ct" sha## mean any writin$s (inc#"din$ e.ce#, power point, emai#s,
etc.), pro$rammin$, doc"mentation, data compi#ations, reports, and any other media, materia#s, or other
ob3ects prod"ced as a res"#t of Advisor*s wor2 or de#ivered by Advisor in the co"rse of performin$ that
wor2.

d. I&*id&%s a&d F'r%4r Ass'ra&*s. Company may obtain and ho#d in its own
name copyri$hts, re$istrations, and other protection that may be avai#ab#e in the Advisor. Advisor a$rees
/
to provide any assistance re)"ired to perfect s"ch protection. Advisor a$rees to ta2e s"re f"rther actions
and e.ec"te and de#iver s"ch f"rther a$reements and other instr"ments as Company may reasonab#y
re)"est to $ive effect to this (ection 0.
. R%'r& o, $ro(ri%ary I&,or!a%io&. -pon termination of this A$reement,
Advisor sha## "pon re)"est by the Company prompt#y de#iver to Company at Companys so#e cost and
e.pense, a## drawin$s, b#"eprints, man"a#s, specification doc"ments, doc"mentation, so"rce or ob3ect
codes, tape discs and any other stora$e media, #etters, notes, noteboo2s, reports, f#owcharts, and a## other
materia#s in its possession or "nder its contro# re#atin$ to the %roprietary &nformation and>or (ervices, as
we## as a## other property be#on$in$ to Company which is then in Advisor*s possession or "nder its contro#.
;otwithstandin$ the fore$oin$, Advisor sha## retain ownership of a## wor2s owned by Advisor prior to
commencin$ wor2 for Company here"nder, s"b3ect to Company*s none.c#"sive, perpet"a#, paid "p ri$ht
and #icense to "se s"ch wor2s in connection with its "se of the (ervices and any =or2 %rod"ct.
,. R!dis5Addi%io&a) Co&,id&%ia)i%y A6r!&%s. ;othin$ in this (ection 0 is
intended to #imit any remedy of Company "nder app#icab#e state or federa# #aw. At the re)"est of Company,
Advisor sha## a#so e.ec"te Company*s standard "Confidentia#ity A$reement" or simi#ar#y named a$reement
as s"ch a$reement is c"rrent#y app#ied to and entered into by Company*s most recent emp#oyees.
7. No&1Co!(%. D"rin$ the 'erm, Advisor sha## provide the Company with prior written
notice if Cons"#tant intends to provide any services, as an emp#oyee, cons"#tant or otherwise, to any person,
company or entity that competes direct#y with the Company, which written notice sha## inc#"de the name of
the competitor. D"rin$ the period that is si. (1) months after the termination of this A$reement, Advisor
sha## provide the Company with written notice any time that Advisor provides any services, as an
emp#oyee, cons"#tant or otherwise, to any person, company or entity that competes direct#y with the
Company. ;otwithstandin$ anythin$ to the contrary contained herein, Company hereby consents to
Cons"#tant providin$ services, as an emp#oyee, cons"#tant or otherwise, to the fo##owin$ companies.
8. Mis*))a&o's.
a. No%i*s. A## notices re)"ired "nder this A$reement sha## be deemed to have been
$iven or made for a## p"rposes "pon receipt of s"ch written notice or comm"nication. ;otices to each
party sha## be sent to the address set forth be#ow the party*s si$nat"re on the si$nat"re pa$e of this
A$reement. Either party hereto may chan$e the address to which s"ch comm"nications are to be directed
by $ivin$ written notice to the other party hereto of s"ch chan$e in the manner provided above.
". E&%ir A6r!&%. 'his A$reement and any doc"ments attached hereto as
E.hibits constit"te the entire a$reement and "nderstandin$ between the parties with respect to the s"b3ect
matter herein and therein, and s"persede and rep#ace any and a## prior a$reements and "nderstandin$s,
whether ora# or written with respect to s"ch matters. 'he provisions of this A$reement may be waived,
a#tered, amended or rep#aced in who#e or in part on#y "pon the written consent of both parties to this
A$reement.
*. Svra"i)i%y, E&,or*!&%. &f, for any reason, any provision of this A$reement
sha## be determined to be inva#id or inoperative, the va#idity and effect of the other provisions herein sha##
not be affected thereby, provided that no s"ch severabi#ity sha## be effective if it ca"ses a materia# detriment
to any party.
d. Govr&i&6 La3. 'he va#idity, interpretation, enforceabi#ity, and performance of
this A$reement sha## be $overned by and constr"ed in accordance with the #aws of the (tate of Ca#ifornia.
?en"e for any and a## disp"tes arisin$ o"t of this A$reement sha## be the City of Ber2e#ey, (tate of
Ca#ifornia.
. I&9'&*%iv R)i,. 'he parties a$ree that in the event of any breach or threatened
breach of any of the covenants in (ection 0, the dama$e or imminent dama$e to the va#"e and the $oodwi##
of Company*s b"siness wi## be irreparab#e and e.treme#y diffic"#t to estimate, ma2in$ any remedy at #aw or
in dama$es inade)"ate. Accordin$#y, the parties a$ree that Company sha## be entit#ed to in3"nctive re#ief
,
a$ainst Advisor in the event of any breach or threatened breach of any s"ch provisions by Advisor, in
addition to any other re#ief (inc#"din$ dama$es) avai#ab#e to Company "nder this A$reement or "nder
app#icab#e state or federa# #aw.
,. $'")i*i%y. 'he Company sha##, with prior written approva# by Advisor, have
the ri$ht to "se the name, bio$raphy and pict"re of Advisor on the Companys website, mar2etin$ and
advertisin$ materia#s.
IN WITNESS WHEREOF, each party hereto has d"#y e.ec"ted this A$reement as of the
Effective Date.
COM$ANY ADVISORY BOARD MEMBER
(i$nat"re+ (i$nat"re+
;ame+ ;ame+
0
E.4i"i% A %o Advisory Board A6r!&%
Srvi*s.
As a member of the Advisory Board, yo" sha##+
%articipate in month#y Advisory ca##s which wi## #ast no more than ____ ho"rs
%articipate in ann"a# f"## day retreat
Be accessib#e to Company to provide $"idance on b"siness and techno#o$y strate$y iss"es on an
as9needed basis
Co!(&sa%io&.
'he Company sha## iss"e Advisor a non9)"a#ified stoc2 option to p"rchase @@@@ shares (7ption
(hares!) of the Company*s common stoc2 at an e.ercise price e)"a# to ten cents (56.@@) per share (which
is the c"rrent va#"e of each share). 'he 7ption (hares sha## vest as fo##ows+ provided this A$reement
remains in effect, @@@ shares sha## vest immediate#y and the remainin$ @,@@@ 7ption (hares sha## vest
at the rate of @@@ shares per month on the #ast day of each month over 4/ consec"tive months.
A