Business Backer Agreement

BUSINESS BACKER AGREEMENT

This Business Backer Agreement (the Agreement) is entered into as of Effective Date: by and between Backer Name: , having an address at Backer Address: (the Backer), and Business Name: , having an address at Business Address: (the Business).

RECITALS

WHEREAS, the Business operates a commercial enterprise and seeks capital and business development support to expand operations and pursue specific projects described herein;

WHEREAS, the Backer has agreed to provide financial backing and related support to the Business on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and use of such funds and related services.

SCOPE OF WORK

BACKING INSTRUMENT

The Backer shall provide funding to the Business in the form selected below (select all that apply). The selected instrument(s) will be documented in a contemporaneous financing instrument that incorporates this Agreement by reference.

Equity investment (subscription or share purchase)    Loan (principal and interest)    Convertible note or SAFE

PAYMENT TERMS

The Backer agrees to provide funding in the total principal amount of $ (the Funding).

Interest on any loaned amount, if applicable, shall accrue at a rate of per annum, calculated on a 365-day year basis.

All payments shall be applied first to accrued interest, then to principal, unless otherwise agreed in writing. The Business shall provide written receipts and periodic accounting to the Backer demonstrating the application of funds and the status of milestones.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement does not violate any agreement or law to which it is subject. The Business further represents that it will use the Funding for the purposes set forth in the Scope of Work and that all material information provided to the Backer is true and correct.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within the notice period set forth above. Termination shall not relieve the Business of obligations to repay funded amounts in accordance with the applicable financing instrument or to deliver any required accounting.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business plans, financial data, customer lists, trade secrets, and the terms and existence of this Agreement.

Each party shall (a) maintain the confidentiality of the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information except to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its affiliates, employees, professional advisors or permitted assignees on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations above shall not apply to information that is: (i) publicly known through no breach of this Agreement; (ii) rightfully received by the receiving party without restriction from a third party; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party promptly notifies the disclosing party where permitted and cooperates with reasonable requests to limit or contest the disclosure. Monetary damages may be inadequate relief for breach of confidentiality; parties are entitled to seek injunctive relief in addition to other remedies.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross 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 resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any financing instrument and any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder shall continue in full force and effect. No waiver by either party of any breach shall constitute a waiver of any other breach. This Agreement is binding upon and shall inure to the benefit of the parties and their permitted successors and assigns, subject to the transfer restrictions in any financing instrument.

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