Business Deal Recap

BUSINESS DEAL RECAP

Document Date:

WHEREAS

WHEREAS, Party A: is engaged in the business of providing services and desires to memorialize the principal terms of the proposed transaction described herein;

WHEREAS, Party B: will provide consideration and cooperation in connection with the transaction identified as: ; and

WHEREAS, the parties wish to set forth a concise, non-exhaustive recap of the agreed terms to guide definitive documentation and performance beginning on Effective Date: .

DEAL SUMMARY

SCOPE OF WORK

PAYMENT TERMS

Total Agreed Payment:

Initial Deposit Amount:

Standard Payment Due Within (days):    Late Fee:

Payment Method(s):

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach continues unremedied for the notice period specified above. Upon termination, the parties will settle all accrued payment obligations within 30 days unless otherwise agreed in writing.

CONFIDENTIALITY

The parties acknowledge that, in the course of performance, one party may disclose Confidential Information to the other. Confidential Information means non-public commercial, financial or technical information designated as confidential or that reasonably should be understood to be confidential. Recipients shall (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this recap, and (c) not disclose it to third parties except to those employees, advisors or subcontractors who need to know and who are bound to confidentiality no less protective than this provision.

Exceptions: Information that is (i) publicly known other than by breach of this obligation, (ii) already known to recipient without restriction, (iii) independently developed by recipient, or (iv) required to be disclosed by law or legal process, need not be treated as confidential, provided recipient gives prompt notice of compelled disclosure and seeks protective measures.

Confidentiality obligations are mutual

GOVERNING LAW

This Recap 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 agree that any dispute arising out of this Recap shall be resolved in the courts located within that State unless the parties agree otherwise in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has authority to enter into this Recap and that performance will not violate any agreement with third parties. Each party agrees to perform in good faith and to take commercially reasonable steps to execute definitive documentation and to perform the obligations described herein.

ENTIRE AGREEMENT

This Business Deal Recap contains the principal terms agreed by the parties with respect to the subject matter hereof. It is intended as a summary and, except where expressly stated herein, does not replace or supersede any later definitive agreement executed by the parties. To the extent a later definitive agreement is executed, the terms of that agreement will control. This Recap constitutes the entire understanding between the parties regarding the matters set forth herein and supersedes all prior negotiations and understandings, whether written or oral.

ADDITIONAL TERMS

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