Business Discussion Template

BUSINESS DISCUSSION AGREEMENT

Parties

This Business Discussion Agreement (the Agreement) is entered into as of by and between the parties identified above. The parties desire to set forth the terms under which they will exchange information and conduct preliminary business discussions and limited services as set forth below.

Recitals

WHEREAS, Party A possesses certain business capabilities, know-how and contacts relevant to potential collaboration and wishes to engage in exploratory discussions with Party B; and

WHEREAS, Party B desires to evaluate and, if appropriate, engage Party A to perform limited consulting, advisory or introductory services in furtherance of potential business arrangements; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing their preliminary engagements.

Scope of Work

The parties agree that Party A will provide the services described below and that Party B will cooperate to the extent reasonably necessary to facilitate performance. Specific tasks, deliverables and timelines will be set forth and updated in writing as required.

Payment Terms

In consideration for the services described above, Party B will pay Party A in accordance with the following terms. All payments are due in lawful currency and are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of the rate of % per month or the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. Party B shall be responsible for any reasonable costs of collection, including attorneys' fees, if payment is not made when due.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, continues until the End Date or until the completion of the Scope of Work, whichever occurs later.

Confidentiality

Each party acknowledges that during the course of discussions and performance it may receive Confidential Information from the other. "Confidential Information" means non-public business, financial, technical, customer and other proprietary information disclosed orally, visually or in writing. Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for purposes of evaluating and performing under this Agreement; and (c) restrict disclosure to employees, agents and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) was known prior to disclosure without restriction; (ii) is or becomes public through no breach by the receiving party; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or court order, provided it gives prompt notice to the disclosing party to allow for a protective order or other remedy.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, together with any written statements of work or schedules duly executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business by merger or sale of assets.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that its execution of this Agreement does not and will not violate any agreement to which it is a party.

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