Business Differences Document

BUSINESS DIFFERENCES DOCUMENT

Parties

Company A:

Company B:

Recitals

WHEREAS, Company A and Company B (collectively, the Parties) have collaborated in connection with certain commercial activities and negotiations concerning the subject matter described below; and

WHEREAS, differences have arisen between the Parties regarding scope, performance, accounting and related obligations, and the Parties wish to record identified differences, proposed resolutions, and binding terms for resolution of such differences as set forth in this Business Differences Document; and

WHEREAS, the Parties intend that this document memorialize agreed actions and, where indicated, binding obligations to resolve outstanding issues without prejudice to other rights reserved herein.

Subject Matter and Date

Subject Matter:

Date of Record:

Scope of Work

The Parties agree that the following scope describes the obligations, deliverables and activities relevant to the differences identified. This Scope of Work supplements and clarifies existing agreements only to the extent expressly set forth below.

Statement of Differences and Resolutions

The Parties identify the principal areas of difference and the proposed or agreed resolution for each area. Each resolution below is intended to be binding if the Parties expressly indicate agreement.

Payment Terms

Amount to be paid in settlement or pursuant to agreed resolution:

Late Fee and Interest: (applies to overdue sums unless otherwise agreed)

Term and Termination

Term Commencement Date:

Anticipated Termination Date:

Confidentiality

Each Party shall maintain in confidence all non-public information disclosed in connection with the subject matter of this document that is marked confidential or would reasonably be considered confidential under the circumstances. Confidential information shall not be used except to perform obligations under this document and shall not be disclosed to third parties except to the extent necessary to perform such obligations or as required by law.

Confidentiality Duration (years):

Governing Law; Dispute Resolution

This Business Differences Document shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that, except for injunctive relief or other equitable remedies, disputes arising from this document shall be resolved by litigation in the courts located in that State unless the Parties agree in writing to an alternative neutral forum.

Representations; Release

Each Party represents and warrants that it has full authority to enter into this document, that the individual signing for such Party is authorized to bind that Party, and that this document constitutes a valid and binding obligation enforceable against that Party. To the extent a specific resolution provides for a release, each Party will execute any additional documents reasonably necessary to effectuate that release.

Miscellaneous

1. Entire Agreement: This document, together with any schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter addressed herein and supersedes all prior written or oral agreements on such subject matter.

2. Amendment: Any amendment to this document must be in writing and signed by authorized representatives of both Parties.

3. Severability: If any provision of this document is held invalid or unenforceable, the remainder of this document shall remain in full force and effect.

Execution

This document may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution by electronic signature or by transmitted facsimile or image of a signature shall be binding for all purposes.

Executed at: on this date:

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