Business Seed Document

BUSINESS SEED DOCUMENT

This Business Seed Document (the Agreement) is made and entered into as of Date: by and between Investor Name: and Company Name: .

Investor and Company are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Investor desires to provide seed funding to enable the development, operation, and commercialization of the Company's business plan as described in the Scope of Work below; and

WHEREAS, Company represents that the funds will be used for corporate formation activities, product development, marketing, personnel, and other business activities described herein, and that Company will carry out the Scope of Work in a commercially reasonable manner; and

WHEREAS, the Parties wish to set forth the terms on which Investor shall advance funds and Company shall undertake the obligations set forth in this Agreement.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Company shall use the seed funds to perform the activities described below. Company shall exercise commercially reasonable efforts to achieve the milestone objectives described in the Scope of Work during the Term.

PAYMENT TERMS

Investor agrees to provide seed funding to Company in the total principal amount of (the Seed Amount), subject to the schedule and conditions set forth below.

All payments shall be made in United States currency to the account designated by Company, unless otherwise agreed in writing. Payments not received within 15 days following the due date shall accrue a late charge of of the overdue amount on a monthly basis, in addition to any other remedies available at law or in equity.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after receipt of written notice specifying the nature of the breach. In addition, Investor may suspend further funding upon written notice if Company materially deviates from the Scope of Work or refuses reasonable audits as set forth below.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) relating to business plans, financial information, technical data, customer lists, trade secrets, product designs, software, and other proprietary information whether disclosed orally, in writing, or by inspection.

Receiving Party agrees: (a) to hold Confidential Information in strict confidence and take reasonable measures to protect it from unauthorized disclosure; (b) to use Confidential Information solely to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, advisors, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure without restriction; (iii) is rightfully obtained by Receiving Party from a third party without breach of any obligation to Disclosing Party; or (iv) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information if required by law or court order, provided Receiving Party gives Disclosing Party prompt written notice and cooperates in any effort to obtain a protective order.

A breach of this confidentiality obligation will cause irreparable harm for which monetary damages may be inadequate; accordingly, Disclosing Party 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 State of without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendments and Waivers: Any amendment or waiver of any provision of this Agreement shall be effective only if in writing and signed by both Parties.

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Company may assign to an acquirer of all or substantially all of its business or assets without Investor's consent, provided that such acquirer assumes Company's obligations hereunder.

Remedies: Except as otherwise provided, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that execution and performance will not violate any agreement or legal obligation to which it is subject.

Company further represents that it will use the Seed Amount only for lawful business purposes and in accordance with the Scope of Work and this Agreement.

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