Business Plan View

BUSINESS PLAN VIEW

This Business Plan View Agreement ("Agreement") is made effective as of Effective Date: by and between the parties identified below.

WHEREAS

WHEREAS, the Disclosing Party possesses a confidential business plan, financial projections, market analyses and related materials (collectively, the "Business Plan") and is willing to disclose the Business Plan to the Receiving Party solely for the Receiving Party's internal evaluation of a potential business relationship;

WHEREAS, the Receiving Party desires to review the Business Plan for the limited purpose of assessing a potential investment, partnership, acquisition or other commercial relationship, and acknowledges that unauthorized use or disclosure would cause material harm to the Disclosing Party; and

WHEREAS, the parties desire to set forth the terms on which the Business Plan will be made available and the obligations of the Receiving Party with respect to confidentiality, use and return of materials.

SCOPE OF WORK

The Disclosing Party will provide access to the Business Plan and related materials for the Receiving Party to evaluate the potential transaction described above. The Receiving Party will use the Business Plan solely for evaluation purposes and will not exploit, copy, reproduce, disseminate, publish or otherwise use the Business Plan for any competitive or commercial purpose other than the evaluation without the prior written consent of the Disclosing Party.

PAYMENT TERMS

As consideration for access to the Business Plan and associated services, the Receiving Party shall pay the Disclosing Party as set forth below. All payments are non-refundable unless expressly provided otherwise in writing.

Payments shall be invoiced in writing and are due within the period specified in the invoice. The Receiving Party shall be responsible for any reasonable costs of collection, including attorneys' fees, for unpaid amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least Notice Period (days): prior to the effective termination date. Termination shall not relieve the Receiving Party of its obligations with respect to Confidential Information disclosed prior to termination.

CONFIDENTIALITY

The Receiving Party agrees to maintain in strict confidence all Confidential Information contained in the Business Plan and any other materials provided by the Disclosing Party. The Receiving Party shall use 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 reasonable care.

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

The Receiving Party acknowledges its obligations under this Confidentiality section and agrees that breach of confidentiality would cause irreparable harm for which monetary damages may be inadequate, entitling the Disclosing Party to injunctive relief in addition to any other remedies.

Upon termination or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Business Plan and certify in writing that it has complied with this obligation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to its conflict of law principles. Venue for any action arising under this Agreement shall be in the state or federal courts located in that state.

MISCELLANEOUS

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

Severability; Waiver: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect. The failure to enforce any right is not a waiver of that right.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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