Business Indication Form

BUSINESS INDICATION FORM

Identification of Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Party A is interested in presenting a proposed business opportunity, investment, or transaction involving to Party B for evaluation and potential engagement;

WHEREAS, Party B has the authority to consider the proposed opportunity and may engage with Party A to negotiate terms of a definitive agreement or to proceed with due diligence;

WHEREAS, the parties desire to set forth the initial indications, basic commercial terms, confidentiality expectations, and the process by which Party A will submit materials and Party B will respond;

Scope of Work

Description of Indication, Deliverables and Responsibilities:

Deliverables shall include the materials, presentations, financial schedules, and other documentation identified above. Party A will deliver initial materials by and updates as agreed.

Payment Terms

All payments are due in cleared funds to the payee designated by Party A unless otherwise agreed in writing. Fees payable upon closing shall be calculated based on the final transaction value set forth in any definitive agreement.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this indication (with respect to future obligations) upon written notice to the other party given at least prior to the effective termination date. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with the proposed transaction (the "Confidential Information") and shall use such Confidential Information solely for the purpose of evaluating and negotiating the transaction. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this provision; (b) was known to the receiving party prior to disclosure as evidenced by written records; or (c) is rightfully received from a third party without restriction. The receiving party will exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Binding Effect and Exclusivity

This Business Indication Form is intended to record the parties' initial commercial understanding. Except for the Confidentiality obligations and the payment obligations explicitly stated herein, the parties acknowledge that this document is non-binding and neither party will be obligated to proceed with the proposed transaction until a definitive written agreement, executed by both parties, is delivered. The parties may elect to make this indication binding by mutual written agreement below:

Representations and Warranties

Each party represents and warrants that it has the full corporate or other legal power and authority to enter into this Business Indication Form and to perform its obligations hereunder. Each party further represents that any information it provides to the other is, to the best of its knowledge, true and accurate in all material respects as of its disclosure date.

Governing Law; Dispute Resolution

This Business Indication Form shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any dispute arising out of or relating to this document shall be resolved by the choice of forum agreed in any subsequent definitive agreement or, absent such agreement, by the exclusive jurisdiction of the courts located in the selected state.

Entire Agreement

This document, together with any written amendments or schedules signed by both parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, communications and agreements, whether oral or written, except for obligations that by their nature are intended to survive termination such as confidentiality and payment obligations.

Additional Provisions

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