Business Chance Document

BUSINESS CHANCE DOCUMENT

This Business Chance Document (the "Agreement") is made effective as of Effective Date: by and between Provider Name: and Recipient Name: .

WHEREAS

WHEREAS, Provider Name: represents that it controls or has access to a business opportunity described herein (the "Business Chance");

WHEREAS, Recipient Name: desires the opportunity to evaluate and, if acceptable, pursue the Business Chance on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the rights, obligations, payment, confidentiality and termination provisions applicable to the disclosure and potential transfer or joint pursuit of the Business Chance.

SCOPE OF WORK

Provider shall disclose to Recipient the material details of the Business Chance, and Recipient shall evaluate and, at Recipient's election, conduct due diligence and pursue the Business Chance in accordance with the terms below. Material disclosures may include financial statements, contracts, customer lists, and operational information.

PAYMENT TERMS

As consideration for the disclosure and any exclusive negotiation or facilitation services, Recipient shall pay Provider the amounts and according to the schedule set forth below.

All payments are non-refundable except as expressly provided. Recipient shall be responsible for any collection costs, including reasonable attorney fees, incurred by Provider to enforce payment obligations.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the Notice Period above following written notice. Termination shall not relieve Recipient of obligations to pay for services performed or amounts accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by Provider to Recipient relating to the Business Chance including, without limitation, financial information, customer lists, contracts, trade secrets and business plans. Recipient shall hold all Confidential Information in strict confidence and shall not disclose such information except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall survive termination of this Agreement for the period specified above, except for information that is or becomes generally available to the public through no fault of Recipient.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations. Provider represents that, to its knowledge, the provided information does not infringe third party intellectual property rights. Recipient agrees to indemnify and hold harmless Provider from claims, losses or liabilities arising from Recipient's misuse of Confidential Information or breach of this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflicts of law principles. The parties agree to attempt good faith negotiation to resolve disputes; if unresolved within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the Business Chance and supersedes all prior and contemporaneous proposals, understandings, communications and agreements, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon delivery.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Remedies: Except as otherwise provided, the remedies provided herein are cumulative and in addition to any other rights or remedies available at law or equity.

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