Business Intent Form

BUSINESS INTENT FORM

This Business Intent Form (the "Form") is entered into as of Effective Date: by and between Party A: located at , and Party B: located at .

RECITALS

WHEREAS, Party A and Party B desire to set forth the basic terms and mutual understandings regarding the contemplated collaboration for the provision of goods and/or services described herein (the "Project"), and to record those terms in this Form as the foundation for negotiation and execution of a definitive agreement;

WHEREAS, the parties intend to negotiate in good faith to complete and execute a binding definitive agreement that will include detailed scope, payment, schedule, and performance obligations, but the parties agree that certain provisions of this Form are binding as expressly set forth below;

WHEREAS, the parties acknowledge that confidentiality of preliminary materials and negotiations is essential and agree to the confidentiality obligations set forth in this Form.

SCOPE OF WORK

PAYMENT TERMS

Party B will compensate Party A in accordance with the terms below. The payment described herein is intended to be binding and enforceable except where explicitly stated otherwise.

Late payment shall accrue interest and fees as set forth below. Interest shall be computed on the outstanding balance from the due date until paid.

TERM AND TERMINATION

This Form will commence on Start Date: and continue until End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period. Either party may also terminate for insolvency, bankruptcy, or assignment for the benefit of creditors upon written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, electronic, or observed, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Form or to evaluate and negotiate the definitive agreement; and (c) disclose Confidential Information only to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates in any protective measures.

GOVERNING LAW

This Form and any claim, dispute, or controversy arising out of or relating to this Form shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

ENTIRE AGREEMENT

This Form, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. No amendment to this Form shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Form and to perform its obligations hereunder. Remedies for breach shall include, in addition to damages, injunctive relief where appropriate.

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