Business CIM Document

BUSINESS CIM DOCUMENT

Effective Date:

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals (Whereas)

WHEREAS, Disclosing Party has prepared and will provide certain confidential and proprietary information, materials, financial statements, forecasts, customer lists, and other business data (collectively, the Confidential Information and the Confidential Information Memorandum or CIM) for the purpose of evaluating a potential business transaction or commercial relationship between the parties; and

WHEREAS, Receiving Party desires to receive and review the CIM for the sole purpose of evaluating the potential transaction and to perform due diligence, and agrees to treat such information as confidential and to be bound by the terms of this Agreement; and

WHEREAS, the parties intend that the delivery and review of the CIM shall not, in itself, create any obligation to consummate the contemplated transaction unless and until definitive agreements are executed by the parties.

Scope of Work

Description of purpose and permitted use of the Confidential Information. Receiving Party shall use the CIM solely to evaluate the potential transaction and shall not use the CIM for competitive purposes, to solicit employees or customers, or for any other purpose adverse to Disclosing Party.

Payment Terms

In consideration for access to the CIM and related diligence materials, Receiving Party will pay Disclosing Party as set forth below. Payment does not grant any license to use the Confidential Information other than as expressly set forth in this Agreement.

All payments shall be made in cleared funds to the Disclosing Party account designated in writing. If any payment is not received within the agreed period, the late fee will accrue and Disclosing Party may suspend access to further information until payments are current.

Term and Termination

This Agreement commences on the Effective Date and continues for the period specified below unless earlier terminated in accordance with this section.

Term Start:

Term End:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination does not relieve Receiving Party of obligations incurred prior to termination, including payment obligations and confidentiality duties regarding information already received.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by Disclosing Party to Receiving Party, whether written, oral, electronic or otherwise, including but not limited to the CIM, financial data, customer lists, business plans, technical information, and valuation models. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) is independently developed by Receiving Party without use of or reference to Confidential Information; or (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality.

Receiving Party shall: (i) hold Confidential Information in strict confidence and exercise no less than a reasonable degree of care to protect it; (ii) use Confidential Information solely for the evaluation of the proposed transaction; (iii) not disclose Confidential Information to any third party except to affiliates, employees, legal counsel, accountants, or other advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iv) promptly notify Disclosing Party of any unauthorized use or disclosure.

Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party will promptly return or destroy all Confidential Information and provide a written certification of destruction or return. Notwithstanding the foregoing, Receiving Party may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes, subject to continued confidentiality obligations.

Receiving Party acknowledges that monetary damages may be an insufficient remedy for a breach and that Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

No License; No Obligation

Nothing in this Agreement grants Receiving Party any license or other rights under any patent, trademark, copyright or other intellectual property of Disclosing Party. Except as expressly set forth herein, the delivery of the CIM does not obligate either party to enter into any business transaction, and any binding commitment will be subject to the execution of definitive written agreements.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected below without regard to conflict of laws principles. The parties agree that any dispute arising under this Agreement shall be resolved in the courts located within that state unless the parties agree in writing to alternative dispute resolution.

Entire Agreement; Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, and agreements. No modification of this Agreement will be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

The parties represent and warrant that they have authority to enter into this Agreement, that the individuals signing below are authorized representatives, and that the obligations herein are valid and binding.

Acknowledgement

Receiving Party acknowledges receipt of the CIM and agrees to be bound by the terms of this Agreement.

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