Business Discloser Document

BUSINESS DISCLOSER DOCUMENT

Disclosing Party:

Receiving Party:

Effective Date:

Recitals

WHEREAS, the Disclosing Party possesses certain business information, trade secrets, financial data, customer lists, operational methods and other proprietary materials that are confidential and valuable to its business operations; and

WHEREAS, the Receiving Party desires to receive such information for the limited purpose of evaluating and performing the services set forth in this Business Discloser Document, and the Disclosing Party is willing to provide such information under the terms and conditions of this Agreement; and

WHEREAS, the parties intend that all confidential information exchanged under this Agreement be protected as set forth herein and that the parties document the scope, payment and duration of their relationship.

Scope of Work

Payment Terms

Compensation: The Receiving Party shall pay the Disclosing Party a fee in the amount of (USD) for the services set forth in the Scope of Work.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month or the maximum permitted by law, whichever is less.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within thirty (30) days after receipt of notice of breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party in any form, including but not limited to technical data, financial information, customer and supplier lists, marketing plans, product plans, trade secrets and business strategies, whether marked confidential or identified as confidential at the time of disclosure.

Non-Disclosure and Use: The Receiving Party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) 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 contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exceptions: Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is already in the possession of the Receiving Party without restriction at the time of disclosure; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify in writing that it has done so within days.

Survival: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Representations, Warranties & Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from a party's breach of its confidentiality obligations or from willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid or payable to the Disclosing Party under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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 courts located in that State for purposes of any action arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Remedies: The parties acknowledge that monetary damages may be inadequate to protect the Disclosing Party in the event of an actual or threatened breach of confidentiality and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

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