Business Investment Capital Contribution Agreement

Business Investment Capital Contribution Agreement

Parties and Effective Date

This Business Investment Capital Contribution Agreement (the "Agreement") is made effective as of by and between:

Recitals

WHEREAS, Investor desires to make a capital contribution to the Company in the principal amount of (the "Contribution") for the purposes set forth herein; and

WHEREAS, in consideration of the Contribution the Company shall issue to Investor an equity or economic interest equating to of the Company, or such other capital account treatment as agreed in writing by the Parties; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Contribution and the use of contributed funds.

Scope of Work / Use of Funds

The Contribution shall be used by the Company for the business purposes described below. Investor’s funding is made expressly for these purposes unless otherwise agreed in writing.

Contribution and Payment Terms

1. Contribution Amount: Investor shall transfer to the Company the total Contribution in the principal amount of pursuant to the schedule and method stated below.

2. Payment Method: Payments shall be made by wire transfer, check, or other mutually agreed method to the account or address designated by Company in writing.

3. Late Payment: Any amount not paid when due shall bear interest at the lesser of (a) the rate of % per annum or (b) the maximum rate permitted by applicable law, calculated daily and compounded monthly. In addition, the non-defaulting Party may recover its costs of collection, including reasonable attorneys' fees.

Representations and Warranties

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any contract, law, or other obligation binding on it.

Term and Termination

This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue until (the "Term").

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. In addition, a Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each Party acknowledges that, in the course of performance under this Agreement, it may receive confidential or proprietary information ("Confidential Information") of the other Party. Each Party agrees to (a) hold such Confidential Information in strict confidence, (b) not disclose it to any third party except to its affiliates, employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use such Confidential Information solely for the purposes contemplated by this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was rightfully in the receiving Party's possession prior to disclosure, or is independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Use of Funds; Capital Accounts; Ownership

Company shall apply the Contribution solely to the Scope of Work and uses described in this Agreement. The Parties agree that the Contribution shall be reflected in Company records in accordance with its governing documents and applicable law. The Parties' rights to profits, losses, distributions, and voting or governance shall be governed by the Company’s operative governing documents and any separate written agreement documenting the economic interest granted to Investor.

Indemnification and Remedies

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates from and against any losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of any breach of such Party's representations, warranties or obligations under this Agreement. Remedies provided herein are cumulative and in addition to any other remedies available at law or equity.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either Party may designate by written notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by the courts located within that State, and each Party hereby submits to the exclusive jurisdiction and venue of such courts.

Entire Agreement; Amendments

This Agreement, together with any written schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Severability; Assignment

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or successor entity upon written notice to Investor.

Execution; Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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