Business Opportunity Agreement

BUSINESS OPPORTUNITY AGREEMENT

This Business Opportunity Agreement (the Agreement) is made effective as of by and between Provider Name: and Recipient Name: .

RECITALS

WHEREAS, Provider is engaged in offering a business opportunity consisting of proprietary methods, products, marketing materials and support relating to: (the Opportunity); and

WHEREAS, Recipient desires to evaluate the Opportunity for the purpose of potentially acquiring distribution, franchise, resale or other rights and Provider agrees to disclose confidential information under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms pursuant to which Provider will present the Opportunity and Recipient will pay fees and comply with the obligations herein.

SCOPE OF WORK

Provider shall provide to Recipient materials, demonstrations, and disclosures necessary for Recipient to evaluate the Opportunity. Provider's obligations include, without limitation, the following specific activities and deliverables:

PAYMENT TERMS

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of: or the maximum rate permitted by law. In addition, Recipient shall be responsible for Provider's reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice of breach. Termination shall not relieve Recipient of payment obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by Provider to Recipient, whether written, oral or electronic, including trade secrets, financial data, customer lists, marketing plans, proprietary processes, pricing, and any evaluations or analyses thereof, but excluding information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) is rightfully received from a third party without restriction on disclosure, or (c) is independently developed without use of Provider's Confidential Information.

Recipient Obligations: Recipient shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to those of Recipient's employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall use Confidential Information solely to evaluate and pursue the Opportunity and shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Duration: The obligations set forth in this Confidentiality section shall continue for years following the disclosure of the Confidential Information or for so long as such information remains a trade secret under applicable law, whichever is longer.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Provider represents and warrants that it has the right to disclose the Confidential Information and grant the rights contemplated by this Agreement. Recipient represents that it will not use Confidential Information for any purpose other than evaluating the Opportunity and will comply with all applicable laws in its use and handling of such information.

Each party covenants that it will not make any public statement or announcement regarding the existence or terms of this Agreement without the prior written consent of the other party, except as required by law.

INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees (Indemnitees) from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from the Indemnitor's breach of this Agreement, willful misconduct, or negligent acts or omissions in connection with the Opportunity.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ASSIGNMENT; SUCCESSORS

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, reorganization or sale of substantially all of its assets. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

NOTICES

Provider Notice Address

Recipient Notice Address

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice in accordance with this section. Notice is effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

COUNTERPARTS; EXECUTION

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 delivered by electronic means shall be deemed original signatures for all purposes.

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