Business Pre Document

BUSINESS PRE DOCUMENT

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

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain business services and preliminary deliverables described below in order to evaluate feasibility and prepare for a potential definitive agreement; and

WHEREAS, Provider has represented that it possesses the necessary expertise, personnel, and resources to perform the preliminary scope of work on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other material terms governing the pre-engagement work to be performed prior to execution of any definitive agreement.

SCOPE OF WORK

The scope described above includes but is not limited to tasks, milestone descriptions, and expected deliverables. Any material amendment to the scope must be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Provider will submit invoices in accordance with the payment schedule above. Client shall pay invoiced amounts within days of receipt of a proper invoice.

If any undisputed amount is not paid when due, interest will accrue at the lesser of: % per month, or the maximum rate permitted by applicable law. In addition, Client will pay a late fee of for each invoice overdue more than days.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of obligation 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 Confidential Information solely for the purpose of performing obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination, the Receiving Party shall return or destroy Confidential Information as requested by the Disclosing Party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 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 a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

NOTICES

ACKNOWLEDGMENT

The parties acknowledge that this document creates binding obligations for the limited pre-engagement work described herein. Execution of this Agreement below signifies that each signatory has the requisite authority to bind the party for whom they sign.

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