Business Overview

BUSINESS OVERVIEW

This Business Overview Agreement (the Agreement) is entered into effective as of between ("Client") and ("Service Provider").

WHEREAS

WHEREAS, Client operates a business engaged in the provision of commercial activities described as and desires a written summary of the business model, scope, and commercial terms;

WHEREAS, Service Provider has expertise in providing the services and deliverables set forth below and will provide an initial overview and agreed deliverables for Client for the purpose of planning and execution of the parties' business arrangement;

WHEREAS, the parties desire to record this Business Overview to define the scope, payment terms, confidentiality obligations, term, and governing law applicable to their relationship pending any subsequent definitive agreement.

BUSINESS IDENTIFICATION

Corporation LLC Partnership Sole Proprietor Other

PRIMARY CONTACT

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables set out below. The scope defined in this section is intended to describe the initial engagement and to guide preparation of any subsequent statements of work.

PAYMENT TERMS

In consideration for the services and deliverables described above, Client shall pay Service Provider in accordance with the terms set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience by either party requires written notice in accordance with the notice period; obligations accrued prior to termination survive.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information only to perform obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors with a need to know and who are bound to protect the information; and (c) exercise at least the same degree of care to protect such information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall, at the disclosing party's election, return or certify destruction of Confidential Information, except as required to retain limited copies for legal or compliance purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Amendments and Waivers: Any amendment or waiver must be in a signed writing by authorized representatives of both parties. No course of dealing or failure to enforce a right shall operate as a waiver of that right.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all assets or a merger, provided the assignee assumes the assigning party's obligations.

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