Business Interest Confirmation Form

BUSINESS INTEREST CONFIRMATION FORM

This Business Interest Confirmation Form (the Agreement) is made and entered into as of Effective Date: by and between Company Name: and Interested Party Name: .

WHEREAS

WHEREAS, Company Name: is engaged in the business of offering certain business opportunities, assets, or equity interests described herein (the Business);

WHEREAS, Interested Party wishes to confirm interest in pursuing an acquisition, investment, strategic alliance, or other business relationship with the Business and seeks to memorialize the principal terms and certain binding obligations in order to proceed with due diligence and negotiations;

WHEREAS, the parties intend that certain provisions of this Agreement be enforceable while the parties’ broader terms and business deal remain subject to further negotiation and execution of definitive agreements.

SCOPE OF WORK / SCOPE OF INTEREST

DETAILS OF INTEREST

Equity Debt/Loan Partnership/JV Other:

PAYMENT TERMS

All payments shall be made in United States dollars unless otherwise agreed in writing. Payment obligations set forth in this Agreement are binding, and failure to make timely payment entitles the non-defaulting party to pursue all available remedies including recovery of fees, costs, and interest as set forth above.

TERM AND TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any binding provision and fails to cure such breach within the notice period set forth above. Termination does not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public, proprietary, or commercially sensitive information disclosed by one party to the other in any form, whether written, oral, electronic, or visual. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to evaluate and negotiate the contemplated transaction. Confidentiality obligations shall not apply to information that is: (i) already known to the receiving party without restriction; (ii) publicly available other than by breach of this Agreement; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party’s Confidential Information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets and similarly protected proprietary information shall remain subject to protection for as long as such protections exist under applicable law. The parties acknowledge that monetary damages may be inadequate and that the disclosing party is entitled to seek injunctive relief and other equitable remedies for breach of confidentiality.

BINDING EFFECT; NON-BINDING INTENT

Unless otherwise expressly stated in a subsequently executed definitive agreement, the parties acknowledge that this Agreement is intended to confirm interest and outline principal terms and is non-binding with respect to consummation of any transaction. Notwithstanding the foregoing, the provisions regarding Confidentiality, Payment Terms, and any expressly designated binding provisions shall be binding and enforceable between the parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that the execution and delivery of this Agreement and the performance hereof do not and will not violate any agreement, law, or order applicable to such party.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written, of the parties. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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