Business Disclosure Package

Business Disclosure Package

Effective Date:

Parties

Recitals

WHEREAS, Disclosing Party has ownership, control, or knowledge of certain confidential business information, financial records, contracts and intellectual property that are material to the evaluation or consummation of a transaction or business relationship described in this Business Disclosure Package; and

WHEREAS, Receiving Party desires access to specified records and disclosures solely for the purpose of evaluating and negotiating the proposed transaction, and Disclosing Party is willing to provide such disclosures subject to the terms and conditions set forth herein.

WHEREAS, the parties intend that the disclosures described in this Package be delivered, reviewed, and relied upon subject to representations, warranties and limitations set forth below.

Scope of Work / Purpose

The purpose of this Business Disclosure Package is to provide Receiving Party with material information and documentation reasonably necessary to evaluate the proposed transaction or business relationship described below. Disclosures are provided for evaluation only and do not constitute an offer to sell or a commitment to enter into any definitive agreement.

Disclosure Schedule

Disclosing Party hereby discloses the following categories of information to Receiving Party. Items checked are included in the package; unchecked items are not represented as delivered.

Payment Terms

Invoices unpaid after the due date shall accrue interest at the rate specified above and Receiving Party shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Disclosing Party in enforcing payment.

Term and Termination

Term Commencement: . Term Expiration:

Either party may terminate this Package upon written notice to the other party if the other party materially breaches any representation, warranty, or obligation and fails to cure within days after receipt of such notice. Termination does not relieve Receiving Party of obligations accrued prior to the effective date of termination.

Confidentiality

Receiving Party agrees to hold all disclosed information in strict confidence, to use such information solely for the Purpose set forth above, and not to disclose it to any third party except as expressly permitted in this Package. Receiving Party shall restrict access to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Permitted disclosures: Receiving Party may disclose confidential information (a) to the extent required by applicable law or judicial process (provided that Receiving Party gives Disclosing Party prompt written notice and a reasonable opportunity to seek protective relief) and (b) to the extent expressly consented to in writing by Disclosing Party.

Representations and Warranties; Disclaimers

Disclosing Party represents that, to its knowledge, the disclosures included in this Package are true and accurate in all material respects as of the Effective Date. Disclosing Party does not warrant that all information is complete and expressly disclaims any obligation to update disclosures after delivery unless a separate written agreement is executed.

Receiving Party acknowledges that it has not relied upon any representation or warranty other than those expressly set forth in this Package or in any definitive agreement executed by the parties.

Notices

Governing Law

This Business Disclosure Package shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for any dispute arising under or relating to this Package shall be the state or federal courts located within that State.

Entire Agreement

This Package constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings concerning such subject matter. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Package without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Package is held invalid or unenforceable, the remainder of this Package shall remain in full force and effect to the fullest extent permitted by law.

Certifications and Acknowledgments

The parties understand that Disclosing Party makes no warranty as to the accuracy or completeness of forward-looking information and that Receiving Party bears responsibility for its own independent verification and due diligence.

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