Business Finance Agreement

BUSINESS FINANCE AGREEMENT

This Business Finance Agreement (the Agreement) is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Lender is willing to extend financing to Borrower in the form and on the terms set forth in this Agreement; and

WHEREAS, Borrower seeks to obtain financing for its business purposes and represents that the financing will be used in the ordinary course of Borrower's business; and

WHEREAS, the parties desire to set forth the terms, conditions, and security for such financing.

Scope of Financing

Lender agrees to provide financing to Borrower on the terms and conditions set forth below. The funds advanced under this Agreement shall be used only for the purposes described in the Scope of Work field and for no other purpose without the prior written consent of Lender.

Financing Terms

Principal Amount: $ . The principal shall be advanced to Borrower in accordance with the disbursement schedule agreed in writing by the parties.

Interest Rate: per annum, calculated on the basis of a 365-day year and actual days elapsed, unless otherwise agreed in writing.

First Payment Due Date: . Subsequent payments are due in accordance with the Payment Schedule above.

Late Fee: If any payment is not paid within days after the due date, Borrower shall pay a late fee of of the overdue amount or the maximum permitted by law, whichever is less.

Prepayment: Borrower may prepay principal in whole or in part at any time subject to any prepayment premium expressly set forth in this Agreement. Prepayments shall be applied first to accrued interest and then to principal.

Security and Collateral

As security for Borrower's obligations under this Agreement, Borrower grants to Lender a continuing security interest in the collateral described below and in any additional collateral agreed in writing.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for material breach of its terms by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall not relieve Borrower of liability for amounts accrued prior to termination.

Confidentiality

Each party shall hold confidential and not disclose to any third party any non-public information disclosed by the other party in connection with this Agreement (Confidential Information), except to the extent such information:

(a) is or becomes publicly available through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by applicable law or by a court or governmental authority, provided the party required to disclose gives prompt written notice to the disclosing party to allow for a protective order or other remedy.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Default and Remedies

The occurrence of any of the following shall constitute an Event of Default: (i) Borrower's failure to pay any amount when due and such failure continues beyond any applicable grace period; (ii) Borrower's material breach of any representation, warranty or covenant that is not cured within the cure period; (iii) Borrower's insolvency, appointment of a receiver, or commencement of bankruptcy proceedings; or (iv) any representation or warranty made by Borrower proves to have been false or misleading when made.

Upon an Event of Default, Lender may, at its election and to the extent permitted by law, declare all outstanding obligations immediately due and payable, exercise any security rights, and pursue any remedies at law or in equity. Remedies are cumulative and the exercise of one remedy shall not preclude the exercise of others.

Representations and Warranties

Each party represents and warrants to the other that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement has been duly authorized.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflict of laws.

Entire Agreement; Amendment

This Agreement, together with any schedules and documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth in the Parties section or to such other address as a party designates by notice to the other.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

The covenants and agreements contained in this Agreement shall survive termination of this Agreement to the extent necessary to effectuate their intent.

Signatures

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