Business Exploration Document

Business Exploration Document

Parties

Recitals

WHEREAS, Company Name: owns certain business assets, technologies and market knowledge relevant to potential joint activities;

WHEREAS, Exploring Party Name: desires to evaluate and investigate potential commercial arrangements with Company and to receive information for the purpose described herein;

WHEREAS, the parties wish to set forth the terms and conditions under which they will exchange information, conduct exploratory activities and allocate preliminary costs and obligations.

Purpose and Nature of Exploration

The parties agree to engage in a structured exploration to assess the feasibility of a commercial relationship, potential joint ventures, licensing, distribution, or other business arrangements (the "Exploration"). Except as otherwise expressly set forth in this Business Exploration Document, the Exploration is non-binding and neither party shall be obligated to enter into any definitive transaction unless and until a definitive written agreement is executed by authorized representatives of both parties. Notwithstanding the foregoing, the confidentiality and payment provisions set forth below are binding.

Scope of Work

Payment Terms

As consideration for exploratory services and access to information, Company agrees to pay Exploring Party the total fee of $ unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by law, plus recovery of reasonable collection costs.

Term and Termination

This Agreement commences on the Effective Date of and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within a commercially reasonable cure period of thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for work performed and reimbursable expenses.

Confidentiality

"Confidential Information" means all non-public, proprietary or business information disclosed by a party (Disclosing Party) to the other (Receiving Party) in connection with the Exploration, whether disclosed orally, visually, in writing, or by inspection. Confidential Information includes business plans, financial data, technical information, customer lists, prototypes, and trade secrets, but excludes information that (a) is or becomes public through no fault of the Receiving Party, (b) was rightfully in the Receiving Party's possession prior to disclosure, (c) is rightfully received by the Receiving Party from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to evaluate or conduct the Exploration, (ii) maintain the confidentiality of such information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose such Confidential Information to any third party except 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. The obligations of confidentiality survive termination for a period of unless otherwise required by law to disclose.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

Allocation of Expenses and Relationship

Unless otherwise agreed in writing, each party shall bear its own costs and expenses incurred in connection with the Exploration. If specific reimbursable expenses are agreed, they must be documented in writing and are payable in accordance with the Payment Terms above.

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, fiduciary relationship, or agency relationship between the parties for any purpose other than as expressly set forth in a definitive written agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved by negotiation within sixty (60) days, the parties may pursue any remedy available at law or in equity in the courts located in the jurisdiction named above.

Representations; Warranties; Liability

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules expressly referenced and attached, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, consolidation or sale of all or substantially all assets.

Acknowledgment

The undersigned representatives each represent and warrant that they have the authority to execute this Business Exploration Document on behalf of the party for which they sign and that they accept the terms and conditions set forth herein.

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