Business Introductions Agreement

BUSINESS INTRODUCTIONS AGREEMENT

This Business Introductions Agreement (the Agreement) is entered into as of Effective Date:

RECITALS

WHEREAS, Introducer represents that it has contacts and a network capable of identifying potential business counterparties, clients, customers or partners for Client (each an Introduction);

WHEREAS, Client desires that Introducer make introductions on the terms set forth in this Agreement and to compensate Introducer for any introductions that result in a Covered Transaction as defined below; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Introducer will provide introductions and Client will pay fees for successful introductions.

SCOPE OF WORK

Introducer shall use reasonable efforts to introduce Client to prospective third parties that may result in a business opportunity, transaction, or commercial relationship. Introductions may be made by email, telephone, meeting arrangement, or written referral as described below. The Parties acknowledge that Introducer does not guarantee the consummation of any transaction.

PAYMENT TERMS

Client shall pay Introducer fees as set forth below in consideration for Introducer's introductions that result in Covered Transactions. A "Covered Transaction" means any transaction between Client and a third party introduced by Introducer within the Term of this Agreement or within the Post-Term Introduction Period specified below.

One-time flat fee of

Success fee of % of the gross value of the Covered Transaction (or as otherwise defined below)

Any unpaid amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late payments shall be subject to a late fee of or % per month, whichever is greater.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligations to pay fees for Covered Transactions arising from Introductions made prior to termination or within the Post-Term Introduction Period.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one Party to the other 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. The receiving Party shall: (a) hold Confidential Information in confidence; (b) use Confidential Information solely to evaluate and effect introductions under this Agreement; and (c) disclose Confidential Information only to those employees, agents or professional advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, was rightfully in the receiving Party's possession prior to disclosure, or is independently developed.

Upon termination or request, the receiving Party shall return or destroy Confidential Information and certify in writing that it has complied with this obligation, except that one copy may be retained for archival or compliance purposes under continued confidentiality obligations.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the county where the Client maintains its principal place of business, and the Parties submit to the exclusive jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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