Business Investment Initiative

BUSINESS INVESTMENT INITIATIVE AGREEMENT

This Business Investment Initiative Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Investor Name: desires to provide capital in support of a business initiative to be conducted by Company Name: (the "Initiative");

WHEREAS, the parties wish to set forth the terms and conditions governing the investment, use of funds, responsibilities of the parties, confidentiality obligations, and the return or disposition of investment proceeds and any equity or profit participation resulting therefrom; and

WHEREAS, the parties intend for this Agreement to constitute the complete, enforceable understanding between them with respect to the Initiative.

SCOPE OF WORK

The Sponsor shall deploy investment funds and perform the work described below. The Sponsor represents that the Scope of Work will be performed in accordance with generally accepted industry standards and the timetable set forth in this Agreement.

PAYMENT TERMS

Investment Amount: . The investment shall be paid in accordance with the schedule below and used solely for the permitted purposes set forth in the Scope of Work.

Initial Deposit (if applicable): due upon execution.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of (or the maximum rate permitted by law), plus any reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if a material breach by the other party is not cured within fourteen (14) days following written notice of such breach.

Upon termination, Sponsor shall deliver a final accounting of funds expended and return any unexpended investment funds to Investor within thirty (30) days, subject to reasonable offsets for permitted expenses and obligations incurred prior to termination.

CONFIDENTIALITY

Each party acknowledges that, in the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical, product, customer, or marketing information disclosed in any form. Each party agrees (a) to hold such Confidential Information in strict confidence, (b) not to disclose it to any third party except as expressly permitted in this Agreement or as required by law, and (c) to use such Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms. Sponsor covenants to use funds in accordance with the Scope of Work and to maintain appropriate records of expenditures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law:

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement, or from the Indemnifying Party's gross negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, 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. This Agreement may be amended only by a written instrument executed by both parties.

MISCELLANEOUS

Any notice required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth above by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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