Business Model Letter

BUSINESS MODEL LETTER

Parties and Effective Date

This Business Model Letter (the "Letter") is made and entered into as of between Company Name: with principal place of business at and Recipient Name: with principal place of business at .

WHEREAS

WHEREAS, Company develops, operates and commercializes the business model described herein and wishes to disclose a succinct statement of that business model, revenue mechanics, and associated intellectual property boundaries to Recipient for the limited purposes set forth below; and

WHEREAS, Recipient desires to review and evaluate the disclosed business model for the purpose of potential commercial collaboration, investment, or advisory services and agrees to the limitations and obligations contained in this Letter; and

WHEREAS, the parties intend that this Letter memorialize the material elements of the business model and the commercial terms governing any short-term advisory or evaluation engagement arising from the disclosure.

Scope of Work

Payment Terms

Company shall pay Recipient as compensation for the evaluation and advisory services described above the aggregate amount of (USD), payable according to the following schedule and conditions.

All undisputed amounts not paid within days after invoice shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, late payments may incur a one-time administrative fee of USD.

Term and Termination

The term of this Letter shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Letter for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Letter and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, technical, financial and other information disclosed by Company to Recipient that is designated as confidential or would reasonably be understood to be confidential under the circumstances. Recipient agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of evaluating the business model and performing obligations under this Letter, and (c) not disclose Confidential Information to any third party except to Recipient's employees, agents or advisers on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is received from a third party having no obligation of confidentiality; or (iv) is independently developed by Recipient without use of Company Confidential Information.

Intellectual Property; Use Restrictions

All pre-existing intellectual property of each party remains the exclusive property of that party. Company grants Recipient a limited, non-exclusive, non-transferable, revocable license solely to use the disclosed materials for evaluation purposes. Recipient shall not reverse engineer, decompile, disassemble, or create derivative works from Company Confidential Information. Any recommendations, analyses or derivative materials prepared by Recipient that incorporate Company Confidential Information shall be treated as Confidential Information of Company unless otherwise agreed in writing.

Governing Law and Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith by negotiation. If unresolved, disputes shall be resolved by final and binding arbitration in a location agreed by the parties or, if not agreed, a mutually convenient commercial center within the governing state, conducted under commercially reasonable arbitration rules.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Letter and to perform its obligations hereunder, that its performance will not violate any material agreement or applicable law, and that the execution and delivery of this Letter have been duly authorized by all necessary corporate or other action.

Entire Agreement

This Letter, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by both parties.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Letter. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Notices

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