Business Intentions Plan

BUSINESS INTENTIONS PLAN

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Party A is engaged in the business of and has experience and capacity to perform the services described below;

WHEREAS, Party B desires to engage Party A to undertake certain planning, advisory and preliminary work to evaluate and implement the contemplated business activities described herein, and Party A is willing to undertake such work under the terms of this Business Intentions Plan;

WHEREAS, the parties intend that this document sets forth their mutual understanding regarding scope, payment, confidentiality and other material terms for the anticipated relationship pending execution of any definitive agreement.

Scope of Work

The services, deliverables and milestones to be provided by Party A to Party B are set forth below. Party A shall perform the work with commercially reasonable skill and in accordance with industry standards.

Payment Terms

As consideration for the Scope of Work, Party B shall pay Party A in accordance with the following terms.

Payment Method: Bank transfer Check Card

If any undisputed amount remains unpaid beyond the due date, interest shall accrue at the lesser of or the maximum rate permitted by law. In addition, a one-time administrative late fee of may be charged.

Term and Termination

Term: This Business Intentions Plan commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Plan for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve the parties of obligations accrued prior to the effective termination date.

Confidentiality

Each party acknowledges that during the term it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) use Confidential Information only to perform its obligations under this Plan, (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Plan, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. The foregoing obligations do not apply to information that is publicly known through no fault of the receiving party, was rightfully known prior to disclosure, or is required to be disclosed by law, provided that the disclosing party is given prompt notice and a reasonable opportunity to seek protective measures.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for resolution of any disputes arising under this Plan.

Entire Agreement; Amendments

This Plan constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements. Any amendment or modification of this Plan must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Plan shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Additional Provisions

Relationship: The parties acknowledge that nothing in this Plan creates a partnership, joint venture, employment relationship or agency except as expressly set forth in a subsequently executed definitive agreement. Each party is responsible for its own taxes, benefits and insurance.

Survival: The provisions of this Plan that by their nature should survive termination or expiration shall survive, including confidentiality, payment obligations accrued prior to termination, and governing law.

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