Business Description Template

BUSINESS DESCRIPTION TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of by and between Company Name: with principal address at and Partner Name: with principal address at .

RECITALS

WHEREAS, Company Name is engaged in the business of developing, marketing and supplying the products and services described in this Agreement and possesses certain proprietary knowledge, business plans and resources necessary to advance such business;

WHEREAS, Partner Name has experience, personnel and/or capital resources and desires to collaborate with Company Name to define and document the business description, market strategy and operational structure for the business described herein; and

WHEREAS, the parties wish to set forth their mutual understanding regarding the scope of the business description, payment terms, confidentiality, term and termination, and other material terms applicable to their relationship.

SCOPE OF WORK

The parties agree that Partner Name will prepare and deliver a written Business Description and supporting documents describing the following matters. The Business Description must be sufficiently detailed to allow third parties to assess the business opportunity and include the items listed below.

Select entity type: LLC Corporation Partnership Other:

PAYMENT TERMS

In consideration for the services described in the Scope of Work, Company Name shall pay Partner Name as follows:

Overdue amounts shall accrue a late fee equal to and/or a one-time fee of . Interest and fees will be calculated from the date payment was due. All fees are exclusive of applicable taxes, which shall be the responsibility of the paying party unless otherwise agreed.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may also terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other, whether in writing, orally or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that: is or becomes generally known to the public through no breach of this Agreement; was known to the receiving party prior to disclosure; is rightfully received from a third party without restriction; or is independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement 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 submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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