Business Intention Document

BUSINESS INTENTION DOCUMENT

Document Date:

This Business Intention Document is made between:

Party A Name:    Address:

Party B Name:    Address:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and has represented that it possesses the technical capability and operational resources necessary to perform the proposed work;

WHEREAS, Party B desires to engage Party A on the material terms set forth herein to evaluate, plan, or execute the prospective business arrangement described in this document; and

WHEREAS, the parties intend by this document to set forth their present mutual intentions and the principal commercial terms to be incorporated in a subsequent definitive agreement, subject to the terms and conditions set forth below.

SCOPE OF WORK

The services and deliverables described above shall be performed and delivered in a professional manner in accordance with industry standards. Any material change to the scope shall require written agreement by both parties.

PAYMENT TERMS

If any undisputed amount due under this document is not paid within days after the due date, interest will accrue on the overdue amount at per month, compounded monthly. In addition, a late fee of may be charged for each delinquent invoice.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this document for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination. Provisions that by their nature survive termination, including confidentiality, indemnification, payment obligations, and governing law, shall survive.

CONFIDENTIALITY

Each party acknowledges that during the course of negotiations and performance it may receive Confidential Information from the other party. "Confidential Information" includes non-public business, technical, financial, customer, and pricing information, whether in written, electronic, or oral form.

The recipient shall: (a) use Confidential Information solely for purposes of evaluating and performing the contemplated business relationship; (b) restrict disclosure to those employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this obligation, was lawfully in the recipient's possession prior to disclosure, or is independently developed without use of the discloser's Confidential Information.

  The parties agree that the confidentiality obligations set forth in this section are binding and enforceable as of the Document Date.

GOVERNING LAW

This Business Intention Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising from this document, subject to any mandatory statutory provisions to the contrary.

ENTIRE AGREEMENT

This Business Intention Document constitutes the entire understanding between the parties with respect to the matters contemplated herein and supersedes all prior and contemporaneous agreements, negotiations, and communications, whether written or oral, relating to such matters. Except as expressly provided herein, no promise, representation, or warranty not contained in this document shall be binding on either party.

The parties acknowledge that, except as specifically provided for confidentiality or other expressly stated binding provisions, this document is intended only to record non-binding intentions and to serve as the basis for negotiating a definitive agreement. No obligation to enter into a definitive agreement shall arise unless and until such a definitive written agreement has been executed by duly authorized representatives of both parties, unless otherwise expressly stated herein.

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