Business Proposal Financing

BUSINESS PROPOSAL FINANCING AGREEMENT

This Business Proposal Financing Agreement (the Agreement) is made and entered into as of by and between:

Lender Name:

Borrower Name:

WHEREAS

WHEREAS, Borrower has prepared and submitted a business proposal entitled (Proposal Reference: ), which describes the project, budget and anticipated deliverables;

WHEREAS, Lender is willing to provide financing to Borrower to fund the implementation of the Proposal subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Borrower agrees to use funds exclusively for the Project described in the Proposal and to repay the financing in accordance with the Payment Terms below.

SCOPE OF WORK

Borrower shall perform and deliver the goods, services and milestones set forth in the Proposal. Borrower must use financing proceeds only for items expressly described in the Proposal and must maintain records of expenditures.

PAYMENT TERMS

Principal Amount: $ payable by Borrower to Lender under the terms below.

Repayment Terms: Borrower shall repay the Principal Amount plus interest at an annual rate of % per annum. Regular payments of $ shall be due starting on until paid in full.

Late Fee: If any scheduled payment is not received within days after its due date, Borrower shall pay a late fee equal to the greater of $ or % of the overdue amount.

Prepayment: Borrower may prepay in whole or in part without penalty unless otherwise specified in writing by Lender. Any prepayment shall first be applied to accrued interest and fees, then to principal.

SECURITY

Security Type: Secured Unsecured

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Termination for cause may occur immediately upon the non-breaching party's written notice following a material breach subject to any cure period expressly stated herein.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in written, electronic or oral form 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 (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or as expressly permitted in writing. The confidentiality obligations shall survive termination of this Agreement for a period of two (2) years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets.

GOVERNING LAW; REMEDIES

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 agree that equitable relief including injunctive relief shall be available to prevent breaches of confidentiality or other irreparable harm, in addition to any other remedies at law or in equity.

REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

ENTIRE AGREEMENT

This Agreement, including the Proposal as incorporated herein by reference and any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the financing described herein and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral. This Agreement may be amended only by a written instrument executed by both parties.

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