Business Opportunities Template

BUSINESS OPPORTUNITIES AGREEMENT

THIS BUSINESS OPPORTUNITIES AGREEMENT (the Agreement) is entered into as of by and between:

Provider Name:

Recipient Name:

RECITALS

WHEREAS, Provider possesses certain business opportunities, client leads, proprietary methods, or introductions (collectively, Opportunities) that Provider is willing to present to Recipient for evaluation and possible business engagement; and

WHEREAS, Recipient desires to evaluate and, if acceptable, pursue or invest in such Opportunities under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective obligations with respect to the presentation, evaluation, and potential exploitation of Opportunities and to protect the confidential nature of information disclosed in connection therewith.

SCOPE OF WORK

Provider shall disclose to Recipient descriptions of Opportunities, including relevant business plans, financial projections, introductions to third parties, and other materials reasonably necessary for Recipient to evaluate whether to pursue an Opportunity. Recipient shall evaluate such Opportunities in good faith and shall, within a commercially reasonable time, notify Provider of any decision to pursue, decline, or request additional information.

PAYMENT TERMS

In consideration for Provider presenting Opportunities and facilitating introductions, Recipient shall pay Provider as follows:

All payments due to Provider are payable in United States dollars (unless otherwise agreed in writing) and are exclusive of taxes. Recipient shall be responsible for any taxes levied on payments made under this Agreement, except for taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided below.

Start Date:  End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Either party may terminate without cause upon the expiration of the notice period by providing written notice to the other party.

CONFIDENTIALITY

Each party acknowledges that in the course of evaluating or performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, marketing, customer, and other proprietary information that is disclosed in writing, orally, or by inspection and 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 strict confidence and not disclose it to third parties except as permitted herein; (b) use Confidential Information solely to evaluate or perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

NON-CIRCUMVENTION

Recipient agrees not to circumvent Provider by directly engaging, contracting, or otherwise transacting with any third party introduced by Provider in connection with an Opportunity for a period of twelve (12) months from the date of introduction, unless Provider has received its agreed compensation as set forth in this Agreement. Any attempt to circumvent shall entitle Provider to injunctive relief and recovery of all direct and consequential damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration administered in the agreed jurisdiction, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement 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. No amendment or modification shall be binding unless in writing and signed by both parties. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Provider may assign rights to an affiliate or in connection with a sale of substantially all of its business assets.

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