Business Reader Document

BUSINESS READER DOCUMENT

This Business Reader Document (the "Agreement") is made effective as of Effective Date: by and between Company Name: and Recipient Name: .

WHEREAS

WHEREAS, Company develops, owns, or controls certain confidential business information, analyses, plans, financial models, projections, product concepts and other materials relevant to Company’s business operations (collectively, the "Confidential Materials"); and

WHEREAS, Recipient desires to review the Confidential Materials for the limited purpose of evaluating a potential business relationship or transaction with Company and Company is willing to disclose such Confidential Materials to Recipient for that limited purpose on the terms set forth herein.

WHEREAS, the parties intend that the terms set forth in this Agreement govern the review, use, protection and return of Confidential Materials and any related compensation for such review.

SCOPE OF WORK

PAYMENT TERMS

Compensation for the services described above shall be as follows: Amount: . Payment Schedule: the parties agree that payments will be made according to the following schedule:

Invoices shall be delivered in writing and are payable within days of invoice date. Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by law, whichever is less. All payments are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice of such breach.

Upon termination or expiration, Recipient shall promptly cease use of Confidential Materials and, at Company's election, return or destroy all Confidential Materials and certify in writing the destruction of such materials.

CONFIDENTIALITY

Recipient shall keep confidential and shall not disclose, publish or disseminate any Confidential Materials except to those of its employees, agents or professional advisors who have a strict need to know for the Purpose described in this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall use at least the same degree of care to protect Confidential Materials as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Materials shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to receipt from Company; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without reference to or reliance upon Company’s Confidential Materials.

If Recipient is compelled by law to disclose Confidential Materials, Recipient shall provide Company prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperate with Company, at Company's expense, in seeking a protective order or other appropriate remedy to limit disclosure. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that Company shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any action arising under this Agreement.

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, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement will be binding unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

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