Business CVC Template

BUSINESS CVC AGREEMENT

This Business CVC Agreement ("Agreement") is made and entered into as of the Effective Date set forth below by and between:

Effective Date:

Recitals

WHEREAS, Investor is engaged in evaluating, funding and working with growth-stage businesses and has available capital and strategic resources which it desires to commit to certain portfolio companies under terms set forth herein; and

WHEREAS, Company is engaged in the development and commercialization of its business and desires to receive strategic capital, advisory services and corporate partnership opportunities from Investor in exchange for the consideration and undertakings described in this Agreement; and

WHEREAS, the parties desire to set forth the scope of the investment, the services to be provided, and the terms and conditions governing their relationship.

Scope of Work

Company shall perform and/or permit Investor to provide the services and advisory support described below. The parties acknowledge that the services described may include strategic advisory, introductions to corporate partners, board or observer participation, technical collaboration and other activities as mutually agreed.

Investment and Payment Terms

Investor agrees to invest in Company on the following principal economic terms and subject to the definitive investment documents to be negotiated and executed at or prior to closing.

Equity Convertible Note SAFE Other:

Term and Termination

This Agreement shall commence on the Commencement Date and shall continue until the earlier of the Term End Date or termination pursuant to the provisions below.

Commencement Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period specified above after receipt of written notice describing the breach with reasonable specificity. Termination shall be without prejudice to any rights or remedies available at law or equity.

Confidentiality

Each party (the "Recipient") shall keep strictly confidential all non-public information disclosed by the other party (the "Discloser") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, product roadmaps, financial information, customer lists and proprietary processes.

The Recipient shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to employees, agents or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

The obligations in this section shall not apply to information that (a) is or becomes publicly known through no breach by Recipient, (b) is rightfully received from a third party without restriction, (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information, or (d) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

Mutual Unilateral (Investor only)

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any definitive investment documents executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties acknowledge that monetary damages may be inadequate to protect the Discloser against actual or threatened breaches of confidentiality or other material provisions of this Agreement and that Discloser shall be entitled to seek injunctive relief without the necessity of posting bond, in addition to any other remedies available at law or equity.

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