Business Buyer Presentation

BUSINESS BUYER PRESENTATION

Parties

Recitals

WHEREAS, Seller is the owner or authorized representative of the business known as , which operates at and is engaged in ;

WHEREAS, Buyer desires to review certain confidential information and a formal presentation regarding the business for the purpose of evaluating a potential purchase, merger or other acquisition transaction; and

WHEREAS, Seller is willing to present information to Buyer subject to the terms and conditions set forth in this Business Buyer Presentation Agreement to protect Seller’s proprietary information and to establish the terms upon which a transaction may proceed.

Scope of Presentation

Seller will provide Buyer with a presentation package describing the business, including but not limited to: operational overview, financial statements, customer lists, intellectual property, leases, key contracts, and other items reasonably necessary for Buyer’s evaluation. The scope of materials to be delivered and reviewed is set forth below and shall be limited to the items expressly listed.

Payment Terms (If presentation leads to transaction)

The following payment terms are proposed for any resulting purchase transaction. These terms are illustrative and will bind the parties only if set forth in a subsequently executed purchase agreement, except where expressly stated otherwise.

Term and Termination

This Presentation Agreement commences on the Start Date and remains in effect until the End Date, unless earlier terminated as provided below. Unless otherwise agreed in writing, termination does not relieve either party of obligations that survive termination, including confidentiality and indemnity obligations.

Confidentiality

All information disclosed by Seller to Buyer in connection with the presentation, whether oral, written or electronic, including but not limited to financial data, customer lists, supplier agreements, technology, trade secrets and know-how, shall be treated as Confidential Information. Buyer shall (a) maintain the confidentiality of such information with at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) use such information solely for the purpose of evaluating the proposed transaction; and (c) not disclose such information to any third party except to its affiliates, legal advisors, accountants and financing sources on a need-to-know basis provided such recipients are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no wrongful act of Buyer, was known by Buyer prior to disclosure as evidenced by written records, or is required to be disclosed by law or court order (provided Buyer gives prompt notice to Seller where practicable).

Representations; Limitation of Liability

Seller represents that it has authority to present the materials described herein and that the presentation will be provided in good faith based on information reasonably believed to be accurate at the time of presentation. Buyer acknowledges that any figures, projections or forecasts provided are estimates only and do not constitute a warranty or assurance of future performance. Neither party shall be liable for any incidental, special, consequential or punitive damages arising out of this presentation except for willful misconduct or gross negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law provisions. Any action to enforce or interpret this Agreement shall be brought in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of those courts.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral, relating to the presentation and evaluation of the business. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver. Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate or financing source for the purpose of financing the contemplated transaction.

Acknowledgement

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions set forth in this Business Buyer Presentation Agreement.

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