Business Reveal Document

BUSINESS REVEAL DOCUMENT

This Business Reveal Document (the "Agreement") is entered into by and between:

Disclosing Party Name:

Corporation LLC Individual/Sole Proprietor Other

Receiving Party Name:

Corporation LLC Individual/Sole Proprietor Other

Recitals

WHEREAS, Disclosing Party possesses certain confidential, proprietary, and business-sensitive information relating to its operations, products, financials, customers, processes, strategies, and other data relevant to its business (collectively, "Confidential Information");

WHEREAS, Receiving Party desires to receive limited access to Confidential Information for the sole purpose of evaluating a potential business relationship, investment, acquisition, partnership or other commercial arrangement as described in the Scope of Work below (the "Permitted Purpose"); and

WHEREAS, Disclosing Party is willing to disclose Confidential Information to Receiving Party subject to the terms and conditions set forth in this Agreement.

Scope of Work / Purpose

Confidential Information; Exclusions

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes, without limitation, business plans, financial statements, customer lists, pricing, source code, inventions, trade secrets, marketing materials, product roadmaps and due diligence materials.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Receiving Party; (b) was in Receiving Party's lawful possession prior to receipt from Disclosing Party as evidenced by written records; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as demonstrated by written records.

Use and Non-Disclosure

Receiving Party shall use Confidential Information solely for the Permitted Purpose and shall not disclose Confidential Information to any third party except to those of its employees, advisors, contractors or affiliates who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Receiving Party will protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Payment Terms

In consideration for the disclosures and the Permitted Purpose, Receiving Party shall pay Disclosing Party as follows:

If any payment is not received within days after its due date, a late fee of % per month (or the maximum permitted by law, if lower) will accrue on the outstanding balance.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the 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 days prior to termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination of this Agreement shall not relieve Receiving Party of its obligations with respect to Confidential Information disclosed prior to termination, and Receiving Party shall, within days after termination, return or destroy all Confidential Information and certify such return or destruction in writing.

Remedies

Receiving Party acknowledges that breach of this Agreement may cause irreparable injury to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance and any other equitable relief in addition to any other remedies available at law or in equity.

Governing Law; Jurisdiction

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 submit to the exclusive jurisdiction and venue of the state and federal courts located in the county where Disclosing Party's principal place of business is located for any disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Disclosing Party represents that it has the right to disclose the Confidential Information to Receiving Party for the Permitted Purpose.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Severability; Assignment

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or sent by email with confirmation of delivery to the contact details provided below.

Return or Destruction of Materials

Upon written request by Disclosing Party or upon termination of this Agreement, Receiving Party shall promptly return or destroy all physical and electronic copies of Confidential Information and, upon request, certify in writing that such return or destruction has been completed.

Survival

The confidentiality obligations set forth in this Agreement shall survive termination or expiration of this Agreement for a period of years, or for so long as such information remains a trade secret under applicable law, whichever is longer.

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