Business Approval One Pager

BUSINESS APPROVAL ONE PAGER

Parties and Effective Date

Effective Date: . This Business Approval One Pager documents the material terms and approval required for the proposed business initiative described below.

Recitals

WHEREAS, Company Name: seeks approval to proceed with the business initiative described in the Scope of Work below; and

WHEREAS, Approving Entity: has authority to grant conditional or unconditional approval of the initiative subject to the terms set forth herein; and

WHEREAS, the parties intend that this One Pager serve as a concise binding approval document setting forth the material commercial, payment and confidentiality terms attendant to the proposed initiative.

Scope of Work

Location/Primary Contact:

Payment Terms

Total Contract Amount: $.

Deposit/Initial Payment (if any): $. Subsequent payments due within days of invoice.

Late Payment Fee: A late fee of % per month (or the maximum rate permitted by applicable law, whichever is lower) will apply to amounts not paid when due. Late fees accrue from the first day following the applicable due date until paid in full.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days following written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, financial data, product designs, customer information, pricing and trade secrets. Confidential Information does not include information that is (a) known to the receiving party without restriction prior to disclosure, (b) in the public domain through no fault of the receiving party, or (c) rightfully received from a third party without restriction.

Obligations: The receiving party shall (i) use Confidential Information solely for performance of this Agreement, (ii) restrict disclosure to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take commercially reasonable measures to protect confidentiality. The obligations herein survive termination for a period of three (3) years, except for trade secrets which shall be protected as long as they qualify as trade secrets.

Approval Decision and Conditions

Approval Decision: Approved Declined Conditional Approval

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement, that the individual signing on its behalf is duly authorized, and that execution and delivery of this Agreement and performance hereunder will not violate any other agreement or applicable law.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts actually paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Jurisdiction

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 resolution of disputes.

Entire Agreement

This One Pager, together with any attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Signatures

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