Business Discussion Papers

BUSINESS DISCUSSION PAPERS

Parties and Effective Date

Recitals

WHEREAS, Party A and Party B seek to engage in preliminary business discussions and the exchange of documents, analyses, projections and other materials (collectively, the Discussion Papers) in order to evaluate a potential transaction or collaboration; and

WHEREAS, the parties intend that these discussions and the sharing of Discussion Papers shall be conducted on a confidential basis and that certain terms, including any services to be performed and fees to be charged, will be documented in a separate definitive agreement if the parties proceed; and

WHEREAS, the parties acknowledge that the exchange of Discussion Papers and any preliminary analyses are non-binding, except as expressly provided in the confidentiality and exclusivity provisions set forth below.

Scope of Work

The parties agree that Discussion Papers may include financial models, market studies, technical analyses, pricing information, proposals, term sheets and related correspondence. Each party shall designate the documents it provides as required under the Confidentiality clause below where applicable.

Payment Terms

In consideration of the services and access to Discussion Papers, Party B will pay Party A the amount of $ (the Payment). Payment shall be made in accordance with the schedule below.

Late payments shall accrue interest at on the overdue balance, or the maximum rate permitted by law, whichever is lower. All amounts due under this Agreement are exclusive of taxes which shall be the responsibility of the paying party unless exempt by law.

Term and Termination

This Agreement commences on the Effective Date and continues until unless earlier terminated as set forth herein.

Either party may terminate this Agreement for any reason upon written notice to the other party given in accordance with the Notice provision below and after the expiration of the notice period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice.

Confidentiality

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Discussion Papers or Confidential Information received from the other party (the Discloser) except to those employees, advisors or agents with a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Confidential Information includes, without limitation, non-public financial information, business plans, technical data, customer lists and pricing information.

The Recipient shall use the Confidential Information solely for the purpose of evaluating the potential transaction described in the Scope of Work. The Recipient shall exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, and in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly available through no breach by the Recipient; (ii) was rightfully in the Recipient’s possession prior to disclosure without restriction on use or disclosure; (iii) is received without restriction from a third party having the right to disclose; or (iv) is independently developed without use of the Discloser’s Confidential Information.

Upon written request of the Discloser following termination of discussions, the Recipient shall promptly return or destroy all Confidential Information and certify in writing that such return or destruction has occurred, except that the Recipient may retain one archival copy to the extent required by applicable law or internal document retention policies.

The parties acknowledge that a breach of this Confidentiality provision would cause irreparable harm for which monetary damages may be inadequate and that the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Notice

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in interest in connection with a merger, sale of substantially all assets or similar transaction, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.

Entire Agreement

This Agreement, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings and negotiations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Sign Now