Business Opportunity Detailed

BUSINESS OPPORTUNITY DETAILED

Parties and Contact Information

Recitals

WHEREAS, Disclosing Party is engaged in certain business activities and possesses confidential business plans, financial projections, customer lists, technical information, and other proprietary materials related to a specific business opportunity described below (the "Opportunity"); and

WHEREAS, Receiving Party desires to evaluate, investigate, and potentially participate in the Opportunity on the terms set forth in this Agreement, and Disclosing Party is willing to disclose information to Receiving Party for that purpose subject to the confidentiality and other obligations set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Opportunity Identification

Scope of Work

The parties will undertake the activities necessary to evaluate and pursue the Opportunity. Specific tasks, responsibilities, and performance standards will include, without limitation, the following items:

The parties acknowledge that any work outside the scope set forth above will require written amendment executed by authorized representatives of both parties.

Payment Terms

All payments shall be made in lawful currency and are exclusive of applicable taxes unless otherwise required by law. If any sum due is not paid when due, interest and late fees as set forth above shall accrue from the original due date until paid.

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 convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may also terminate for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by Disclosing Party to Receiving Party, whether oral, written, or electronic, including without limitation financial data, customer and supplier lists, trade secrets, technical data, marketing plans, proposals, and business opportunities.

Receiving Party shall (a) use Confidential Information solely to evaluate and pursue the Opportunity; (b) restrict disclosure of Confidential Information to those employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (c) take reasonable steps to protect Confidential Information from unauthorized use or disclosure.

Confidential Information shall not include information that: (i) was in the public domain at the time of disclosure or subsequently becomes public through no fault of Receiving Party; (ii) was rightfully known to Receiving Party prior to receipt from Disclosing Party; (iii) is rightfully received by Receiving Party from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of years.

Intellectual Property and Use

Unless otherwise agreed in writing, nothing in this Agreement shall be construed to grant either party any rights, by license or otherwise, to the other party's intellectual property. Any jointly created materials or deliverables shall be owned as specified in a separate written agreement executed by the parties.

Representations and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with third parties. Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's willful misconduct or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to seek resolution of disputes through good faith negotiation and, if unresolved, through binding arbitration conducted in the governing state under the rules agreed by the parties.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

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