Business Revelation Document

BUSINESS REVELATION DOCUMENT

Effective Date:

WHEREAS

WHEREAS, Disclosing Party is engaged in the operation, development, and commercialization of certain business activities, intellectual property, confidential processes, financial data and other proprietary assets (collectively, the "Business"); and

WHEREAS, Receiving Party desires to receive specified business information for the limited purpose of evaluating a potential transaction, investment, partnership or other business relationship as described in the Scope of Revelation below; and

WHEREAS, Disclosing Party is willing to disclose such information to Receiving Party subject to the terms and conditions set forth in this Business Revelation Document.

SCOPE OF REVELATION

The Disclosing Party will provide to the Receiving Party certain confidential materials, data, and oral disclosures specifically related to the Business. The parties agree that the permitted purpose of disclosure is:

PAYMENT TERMS

As consideration for the disclosure and the Receiving Party's obligations hereunder, Receiving Party shall pay Disclosing Party as follows:

Late payments shall incur a late fee equal to of the overdue amount, calculated monthly and payable on demand.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve the Receiving Party of obligations to pay amounts accrued prior to termination or to return or destroy Confidential Information as required below.

Immediate termination shall be permitted for material breach of the confidentiality obligations, misuse of Confidential Information, or unauthorized disclosure.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed in writing, orally, visually, electronically or otherwise, including but not limited to financial data, business plans, customer lists, supplier information, technical and product information, pricing, trade secrets, and other proprietary business information. Confidential Information shall not include information that Receiving Party can demonstrate by written records: (a) was known to Receiving Party prior to disclosure without restriction; (b) is or becomes publicly available through no fault of Receiving Party; (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Receiving Party shall (i) use Confidential Information solely for the permitted purpose described in the Scope of Revelation, (ii) restrict disclosure of Confidential Information to those of its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (iii) protect Confidential Information with at least the same degree of care that Receiving Party uses to protect its own confidential information, but in no event less than reasonable care.

Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and shall certify in writing that it has complied with these obligations, except that Receiving Party may retain one archival copy solely for compliance and recordkeeping purposes subject to continued confidentiality obligations.

Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this section and that Disclosing Party shall be entitled to equitable relief, including injunctive relief, without proof of actual damages and without the requirement of posting a bond.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations. Disclosing Party represents that, to its knowledge, the disclosure of the Confidential Information to the Receiving Party as contemplated by this Agreement does not violate any agreement with a third party.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages arising out of or relating to this Agreement, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

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 law principles. The parties agree that disputes arising out of or related to this Agreement shall be resolved by the state or federal courts located in that state, and each party consents to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Sign Now