Business Opportunity Proposal

BUSINESS OPPORTUNITY PROPOSAL

Parties and Recitals

This Business Opportunity Proposal (the Proposal) is entered into by and between Proposer Name: and Recipient Name: (collectively, the Parties) as of the Effective Date set forth below.

WHEREAS, Proposer possesses certain business concepts, products, services, or technological developments described herein and is willing to present an opportunity for Recipient to evaluate, license, invest in, or otherwise participate in the proposed business opportunity; and

WHEREAS, Recipient desires to evaluate the opportunity under the terms set forth in this Proposal and to negotiate in good faith potential commercial arrangements based on the Scope of Work and Payment Terms herein.

WHEREAS, the Parties intend that this Proposal set forth key commercial and legal terms which, if accepted and executed, will form the basis of a binding agreement for the business opportunity described below.

Opportunity Summary

Opportunity Title:

Payment Terms

Total Consideration (USD):

Deposit Amount (if any):   Due on: Month Day Year

Late Payment Fee: percent per month on overdue amounts, compounded monthly, or the maximum allowed by applicable law, whichever is less.

Term and Termination

Term Commencement Date: Month Day Year

Termination Date (if applicable): Month Day Year

Either Party may terminate this Proposal for convenience upon written notice delivered to the other Party at least days prior to the intended termination date. Termination for cause may occur immediately upon material breach that remains uncured for a period of days after written notice of breach.

Confidentiality

Each Party acknowledges that in order to evaluate and perform under this Proposal it may receive Confidential Information from the other Party. "Confidential Information" means non-public business, technical, financial, or strategic information disclosed in any form and designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Obligations: Receiving Party shall (a) use Confidential Information solely for the evaluation and performance of this Proposal; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no breach by Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without confidentiality restrictions; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

Duration: Confidentiality obligations survive for years from the date of disclosure or for such longer period as required by applicable law.

Representations; Warranties; Risk Allocation

Each Party represents and warrants that it has the full right, power, and authority to enter into this Proposal and to perform its obligations hereunder. Except as expressly set forth in this Proposal, all services and materials are provided "AS IS" and neither Party makes any other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

Governing Law; Dispute Resolution

This Proposal 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 in good faith to resolve disputes by negotiation and, if unresolved, by binding arbitration conducted in the county of the governing state under commercially reasonable procedural rules selected by the Parties.

Entire Agreement; Amendments

This Proposal constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. No amendment or modification of this Proposal will be effective unless in writing and signed by authorized representatives of both Parties.

Additional Terms

Assignment: Neither Party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Relationship of the Parties: The Parties are independent contractors. Nothing in this Proposal creates a joint venture, partnership, employment, or agency relationship except as explicitly stated in a subsequent definitive agreement.

Contact Information

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