Business NBO Document

BUSINESS NBO DOCUMENT

This Non-Binding Offer and Business Opportunity Document (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client Name intends to explore a potential business relationship with Business Name for the purpose of discussing, evaluating and potentially implementing a commercial opportunity described herein; and

WHEREAS, the parties acknowledge that this document constitutes a statement of proposed commercial terms and an invitation to negotiate and is intended to be non-binding except as expressly provided otherwise in a separate signed agreement; and

WHEREAS, the parties agree that certain limited provisions, including confidentiality and provisions specified herein, shall be binding notwithstanding the non-binding character of the business terms set forth in this document.

SCOPE OF WORK

The parties contemplate that Business Name will perform the services, produce deliverables and provide all related materials as described below. The scope may be refined by mutual written acknowledgement.

PAYMENT TERMS

Client Name agrees to compensate Business Name for the services and deliverables described in the Scope of Work in accordance with the terms below.

All invoices are due within the period set forth in the Payment Schedule. Unless otherwise stated, amounts are exclusive of taxes and duties, which shall be paid by the party required by law. Failure to pay amounts when due shall entitle Business Name to assess the agreed late fee and to suspend performance after written notice and the expiration of any cure period set forth below.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the specified cure period after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public business, technical, operational, financial and other 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.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) to use such Confidential Information solely for evaluating and negotiating the potential business relationship; and (c) to limit disclosure to those employees, agents, advisors and contractors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as demonstrated by written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction upon request.

Notwithstanding the non-binding intent of the commercial provisions herein, the parties acknowledge and agree that the confidentiality obligations set forth in this section are binding and enforceable, and that monetary damages may be inadequate; each party shall therefore be entitled to seek injunctive or other equitable relief to prevent unauthorized disclosure or use.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in for resolution of disputes arising under this Agreement, except that a party may seek injunctive relief in any competent jurisdiction to protect its Confidential Information or intellectual property.

ENTIRE AGREEMENT

This document (including any attachments or written revisions agreed to by both parties) sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements, whether oral or written. Except as expressly provided herein, no term of this Agreement shall be binding on the parties unless set forth in a duly executed writing signed by both parties.

MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or acquisition. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that the commercial terms set forth herein are non-binding expressions of interest, subject to the negotiation and execution of definitive binding documentation.

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