Business Potential Document

BUSINESS POTENTIAL DOCUMENT

This Business Potential Document (the Agreement) is made effective as of Effective Date: by and between:

RECITALS

WHEREAS, First Party is engaged in the development, identification and pursuit of certain commercial opportunities and potential ventures and has information concerning potential transactions, leads, and commercial relationships ("Potential Opportunities"); and

WHEREAS, Second Party possesses expertise, capacity and resources to evaluate, advise upon and pursue commercially viable Potential Opportunities and desires to perform services in furtherance of identifying, evaluating and converting such Potential Opportunities into transaction(s) or engagement(s) as described herein; and

WHEREAS, the parties desire to set forth the terms under which the parties will cooperate with respect to the identification, evaluation and potential commercialization of such Potential Opportunities.

SCOPE OF WORK

The parties agree that Second Party will perform the following services (collectively, the Services):

Services shall include, without limitation, source identification, due diligence, business analysis, introductions to potential partners or investors, preparation of summary materials and such advisory services as requested in writing by First Party and accepted by Second Party.

PAYMENT TERMS

Payments are due according to the schedule above. Amounts unpaid after the due date shall incur a late fee equal to % per month or the maximum allowed by applicable law, whichever is less. In addition to late fees, the defaulting party shall reimburse reasonable collection costs and attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Second Party shall deliver to First Party all work product completed through the date of termination and shall invoice for all accrued but unpaid fees and reimbursable expenses through the date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally or by inspection, 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. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors or advisors with a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. The parties agree that exclusive venue for any disputes arising under this Agreement shall be the state or federal courts located in that jurisdiction unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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