Business Information Memorandum

Business Information Memorandum

This Business Information Memorandum (the Memorandum) is prepared as of by and between Disclosing Party: with principal place of business at , and Receiving Party: with principal place of business at .

Recitals

WHEREAS, Disclosing Party possesses certain business information, financial data, customer lists, trade secrets and other proprietary information relating to its operations, products, services and strategic plans (collectively, Confidential Information); and

WHEREAS, Receiving Party desires access to Confidential Information for the sole purpose of evaluating a potential business relationship, investment, acquisition or other commercial transaction between the parties (the Purpose), and Disclosing Party is willing to make such information available subject to the terms and conditions set forth in this Memorandum; and

WHEREAS, the parties intend that this Memorandum govern the use, disclosure and handling of Confidential Information and define the scope of any permitted evaluations and exchanges of information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Executive Summary

Purpose and Scope of Work

Purpose: The Confidential Information is being provided for the limited purpose of evaluating and conducting due diligence in connection with the potential transaction described above. Receiving Party shall not use the Confidential Information for any other purpose without the prior written consent of Disclosing Party.

Payment Terms

As consideration for services, access to information, or preparation of supporting materials described in this Memorandum, the parties agree the following payment terms shall apply:

All payments due hereunder shall be payable in United States Dollars unless otherwise agreed in writing. Any dispute regarding invoiced amounts shall not relieve Receiving Party from timely payment of undisputed amounts.

Term and Termination

Term: This Memorandum shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Memorandum for convenience upon written notice to the other party in accordance with the Notice requirements below. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations which shall survive termination as set forth herein.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except as permitted by this Memorandum; and (iii) use Confidential Information solely for the Purpose specified herein.

Survival: The obligations of confidentiality shall survive termination or expiration of this Memorandum for a period of five (5) years, except with respect to trade secrets which shall survive for so long as they qualify as trade secrets under applicable law.

Representations; Disclaimers

Each party represents and warrants that it has full power and authority to enter into this Memorandum and to perform its obligations hereunder. Disclosing Party represents that, to the best of its knowledge, the Confidential Information provided is true and accurate in all material respects as of the date provided; however, Receiving Party acknowledges that Disclosing Party does not make any other express or implied representations or warranties, and that all Confidential Information is provided "AS IS."

Material Disclosures

Governing Law; Notices

Governing Law: This Memorandum shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Notices shall be in writing and effective upon receipt when delivered personally, by courier, or by confirmed electronic transmission, or three (3) business days after deposit in certified mail, return receipt requested.

Entire Agreement; Amendments

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

Remedies

The parties agree that monetary damages may be inadequate to protect Disclosing Party in the event of an actual or threatened breach of this Memorandum and that Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

Acknowledgment and Certification

Each party certifies that the individual signing on its behalf is authorized to execute this Memorandum and bind the party to its terms. Each party further certifies that the information provided in this Memorandum is true and complete to the best of its knowledge, and that it will promptly disclose any material change in such information.

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