Business Opportunity Template

BUSINESS OPPORTUNITY AGREEMENT

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Discloser has developed or has access to a potential business opportunity identified as and described in summary as ; and

WHEREAS, Recipient desires to evaluate and pursue the opportunity in conjunction with Discloser on the terms set forth in this Agreement, and Discloser is willing to disclose information to Recipient subject to the terms below.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

The parties will cooperate as described below. Discloser authorizes Recipient to evaluate and pursue the opportunity and to perform the activities necessary to advance the opportunity as set forth in the Scope of Work.

Payment Terms

In consideration for Recipient's services and any entitlement to fees from the opportunity, the parties agree the financial terms shall be as follows.

If any payment is not received within days after the due date, interest shall accrue at or the maximum rate permitted by law, whichever is lower. Additional late fees or collection costs may be charged if permitted by law.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach. Termination does not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party"), except as expressly permitted in this Agreement. "Confidential Information" includes non-public business information, trade secrets, financial data, pricing, strategic plans and customer information, whether oral, written, or electronic.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance, but no less than reasonable care. The Receiving Party may disclose Confidential Information to its employees, agents, or advisers who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. The Receiving Party will be liable for any unauthorized disclosure by such persons.

In the event of actual or threatened breach of this confidentiality obligation, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedy at law or in equity.

Representations and Warranties; Allocation of Risk

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Except as expressly set forth in this Agreement, no party makes any other representation or warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

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. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or by courts as agreed below.

Assignment and Relationship

Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations. The parties are independent contractors; nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the amounts actually paid under this Agreement.

Entire Agreement

This Agreement, including any exhibits and schedules attached hereto and any written amendments signed by both parties, 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 written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices required by this Agreement shall be in writing and delivered to the addresses provided above. Taxes arising from payments hereunder shall be the responsibility of the party required to pay them under applicable law.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The signatories below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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