Business Options Document

BUSINESS OPTIONS DOCUMENT

This Business Options Document (the "Agreement") is entered into as of Effective Date: by and between Provider: and Client: .

RECITALS

WHEREAS, Provider develops, offers, or supplies certain goods and services and has presented a menu of elective commercial options available to Client; and

WHEREAS, Client desires to elect one or more of the options described in this Agreement and to set forth the terms under which such options may be exercised, paid for, and performed by Provider; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the tasks, deliverables and services described in the Scope of Work set forth below. Client may select one or more Options in the Options Section; selected Options shall be incorporated into the Scope of Work and performed in accordance with the timelines and specifications set forth below.

OPTIONS

Client may elect any combination of the options below by checking the corresponding box. Selection of an option constitutes Client's agreement to pay the fees and comply with any special conditions associated with that option.

Option 1 — Consulting Services: Advisory and project support described in Scope of Work. Fee: $

Option 2 — Limited License: Nonexclusive license to use Provider materials as specified. Licensing fee: $ . Term of license:

Option 3 — Purchase Option: Right to purchase specified assets or products at the price below. Purchase price: $ . Option exercise deadline:

PAYMENT TERMS

Client shall pay Provider the amounts specified for selected Options in accordance with the schedule below. All amounts are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not paid when due shall accrue interest at the lesser of: (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable collection costs and attorney fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the intended termination date. Provider may terminate immediately for cause if Client fails to pay any undisputed amount due within ten (10) days of written demand, or upon material breach that remains uncured for thirty (30) days following written notice.

Termination shall not relieve Client of its obligation to pay fees for services performed or Options exercised prior to termination, nor shall it limit any remedies available to Provider for breaches occurring prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care, and (iii) not use Confidential Information except to perform its obligations or exercise rights under this Agreement. The obligations of confidentiality shall continue for a period of years following disclosure or until such time as information enters the public domain other than by breach of this Agreement. Monetary damages may be an insufficient remedy for a breach; the Disclosing Party shall be entitled to injunctive relief in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any Schedules and the Scope of Work selected by Client, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and warranties, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight delivery service, and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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