Business Announcement Note

BUSINESS ANNOUNCEMENT NOTE

This Business Announcement Note (the "Note") is made and entered into as of Effective Date: by and between Announcing Party: and Receiving Party: .

RECITALS (WHEREAS)

WHEREAS, Announcing Party is planning to issue a public announcement concerning: (the "Announcement"), and has requested Receiving Party's assistance in preparing, reviewing, distributing or otherwise participating in the Announcement;

WHEREAS, Receiving Party has the capacity and expertise to perform the work and services necessary to effectuate the Announcement and is willing to provide such services under the terms and conditions set forth in this Note;

WHEREAS, the parties desire to set forth the scope of the services, payment terms, confidentiality obligations and other material terms governing the parties' relationship with respect to the Announcement.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the services described in the Scope of Work shall be as follows:

Late payments shall accrue interest at the rate of on outstanding balances from the due date until paid. Parties acknowledge that reasonable costs of collection, including attorneys' fees, shall be recoverable by the non-breaching party.

TERM AND TERMINATION

This Note commences on Start Date: and shall continue in full force and effect until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Note for convenience upon giving written notice to the other party no fewer than days prior to the effective date of termination. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of such notice.

CONFIDENTIALITY

For purposes of this Note, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, financial information, marketing strategies, drafts of the Announcement, and proprietary materials.

Receiving Party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations under this Note. Confidential obligations do not extend to information that is (a) or becomes publicly known through no fault of Receiving Party, (b) rightfully received from a third party without breach, (c) independently developed without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law, provided the Disclosing Party is given prompt notice and opportunity to seek protective measures.

GOVERNING LAW AND DISPUTE RESOLUTION

This Note shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the rules agreed by the parties at the time of dispute.

ENTIRE AGREEMENT

This Note, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Note shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and delivered to the parties at their respective addresses set forth below or at such other address as a party may designate by notice to the other in accordance with this section.

MISCELLANEOUS

Neither party may assign this Note without the prior written consent of the other party, except that either party may assign this Note to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

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