Business Commitment Sheet

BUSINESS COMMITMENT SHEET

This Business Commitment Sheet (the "Commitment") is entered into as of by and between:

Parties

WHEREAS

WHEREAS, Provider represents that it has the capacity, personnel, equipment and financial resources necessary to perform the services described below and is willing to dedicate such resources to the project outlined herein; and

WHEREAS, Client desires to receive the services and/or financing described in this Commitment and to secure Provider's preliminary allocation of resources pending execution of a definitive agreement;

WHEREAS, the parties intend for this Commitment to memorialize their mutual understanding of the scope, payment, confidentiality and other key commercial terms while the parties finalize definitive documentation.

Scope of Work

Commitment Type (select all that apply):

Services    Financing    Equity/Investment    Other

Payment Terms

All amounts are stated in lawful currency of the jurisdiction specified below. Payments not received within the time specified in the Payment Schedule shall accrue interest at the Late Payment Fee above and the non-defaulting party may suspend performance after fifteen (15) days' written notice of delinquency.

Term and Termination

Term Commencement Date:    Term End Date (if any):

Either party may terminate this Commitment prior to the Term End Date upon written notice to the other party in accordance with the Notice Period above. Termination of this Commitment shall be without prejudice to any rights or obligations accrued prior to termination, including payment obligations and liabilities for breach.

Confidentiality

Each party acknowledges that in connection with this Commitment it may receive Confidential Information of the other party. "Confidential Information" means all non-public, proprietary or trade secret information disclosed in writing or orally and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Commitment; and (c) not disclose Confidential Information to third parties except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally known to the public through no wrongful act of the receiving party or that is independently developed without use of Confidential Information.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Commitment and to perform its obligations hereunder, and that the execution and performance of this Commitment do not and will not violate any agreement to which it is a party. Provider further represents that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards.

Governing Law

This Commitment shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Commitment.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of each party for any claim arising out of or related to this Commitment shall be limited to the total fees actually paid or payable to Provider under this Commitment.

Entire Agreement

This Commitment, together with any appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Commitment shall be effective unless it is in writing and signed by both parties.

Execution and Effect

The parties acknowledge that this Commitment is intended to memorialize binding commercial terms governing Provider's commitment of resources and that, unless explicitly stated otherwise in writing, the parties intend this Commitment to be binding upon execution by authorized representatives of both parties.

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