Business Cooperative Proposal

BUSINESS COOPERATIVE PROPOSAL

Date of Proposal:

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

Recitals

WHEREAS, Proposer operates a business engaged in and seeks to expand or improve operations through cooperative arrangements;

WHEREAS, Partner possesses complementary resources, including , and is willing to collaborate under the terms set forth below;

WHEREAS, the Parties desire to define the scope, financial terms, confidentiality obligations, and governance applicable to the proposed cooperation as a binding proposal to be accepted and executed by authorized representatives.

Scope of Work

The Parties agree that the cooperative activities will include the following tasks, deliverables, and responsibilities. The Parties shall perform their obligations in good faith and with commercially reasonable diligence.

Payment Terms

Total Cooperative Contribution (aggregate consideration payable under this Proposal): $

Payment due within days of invoice. Late payments shall incur interest at the lesser of (i) a fixed rate of % per month or (ii) the maximum permitted by law. Additionally, a late payment administrative fee of $ may be charged.

Term and Termination

This Proposal shall commence on and continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Proposal for convenience upon written notice to the other Party provided at least days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for insolvency or appointment of a receiver for the other Party.

Confidentiality

Each Party acknowledges that in connection with this cooperative effort it may receive Confidential Information of the other Party. Confidential Information means non-public information that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is rightfully obtained by the receiving Party from a third party without confidentiality obligations.

The receiving Party shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Proposal; and (iii) not disclose Confidential Information to third parties except to employees, contractors, or advisors with a need to know and bound by substantially similar confidentiality obligations. This confidentiality obligation shall survive termination for a period of years.

Representations; Indemnification

Each Party represents and warrants that it has the full corporate or individual authority to enter into this Proposal and to perform its obligations hereunder. Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Proposal.

Governing Law; Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties shall seek in good faith to resolve disputes through negotiation and, if unresolved, through mediation prior to pursuing litigation.

Entire Agreement; Amendments

This Proposal, including any exhibits and written attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, and understandings, whether written or oral. No modification or amendment shall be binding unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Proposal is held invalid or unenforceable, the remainder of the Proposal shall remain in full force and effect. Neither Party may assign its rights or obligations under this Proposal without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

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