Business Opportunity Review

BUSINESS OPPORTUNITY REVIEW

This Business Opportunity Review (the "Review") is entered into as of Effective Date: by and between Client Name: and Reviewer Name: .

Recitals

WHEREAS, Client seeks an independent review and analysis of a proposed business opportunity involving the development, marketing, or disposition of a product, service, or commercial arrangement (the "Opportunity"); and

WHEREAS, Reviewer possesses experience, personnel, and resources necessary to perform a professional review of the Opportunity and provide findings and recommendations to Client; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms governing the Review.

Scope of Work

Payment Terms

Fee for Review: $ (USD). Payment shall be made in accordance with the schedule below.

Late Payment: Unpaid amounts shall accrue interest at a rate of from the due date until paid. Costs of collection, including reasonable attorneys' fees, shall be recoverable by the prevailing party.

Term and Termination

Term Start Date: Term End Date:

Either party may terminate this Review for convenience upon written notice to the other party at least days prior to the effective termination date. Termination for material breach may be immediate if the non-breaching party provides written notice and the breaching party fails to cure within a commercially reasonable period not to exceed 30 days.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or visual, 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.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purpose of performing this Review, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein. The receiving party 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 a reasonable standard of care.

Exceptions: Confidential Information does not include information that is (i) already in the public domain through no fault of the receiving party, (ii) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (iii) rightfully received from a third party without restriction.

Review Findings & Recommendations

Low Medium High

Representations; Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Review and to perform its obligations hereunder. Client agrees to indemnify and hold harmless Reviewer from any claim, loss, liability or expense arising from Client's provision of inaccurate or incomplete information to Reviewer, except to the extent such claim arises from Reviewer’s gross negligence or willful misconduct.

Governing Law; Dispute Resolution

This Review 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 through negotiation. If unresolved, disputes shall be resolved by binding arbitration in a mutually agreed forum or, if no agreement can be reached, in the county seat of the governing law state.

Entire Agreement

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

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Review without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Review shall be in writing and delivered to the addresses below. Notices are effective upon receipt.

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