Business Seeding Credits Agreement

BUSINESS SEEDING CREDITS AGREEMENT

This Business Seeding Credits Agreement (the Agreement) is made effective as of by and between:

Recitals

WHEREAS, Provider develops, issues and administers promotional or operational seeding credits (Seeding Credits) intended to support the launch, marketing, or early operations of Recipient's business activities; and

WHEREAS, Recipient seeks to receive Seeding Credits under the terms set forth in this Agreement to support specific operational expenditures and growth milestones; and

WHEREAS, Provider and Recipient desire to set forth their respective rights and obligations regarding issuance, application, and redemption of Seeding Credits.

Scope of Work

Provider shall issue Seeding Credits to Recipient as consideration for the Scope of Work described above. Seeding Credits shall be applied solely to the purposes and categories expressly permitted in this Agreement and shall not be convertible to cash except as expressly provided herein.

Payment Terms; Credit Issuance and Use

Total Seeding Credit Amount: $

Application of Credits: Seeding Credits shall be applied against invoices for eligible goods or services as set forth in the Scope of Work. Provider will provide documentation of credit balances upon request and Recipient shall apply credits in accordance with Provider's redemption procedures.

Late Fee on Outstanding Amounts: A late fee of % per month (or the maximum permitted by law, if lower) shall accrue on any unpaid amounts not subject to Seeding Credits and payable to Provider after a grace period as set forth below.

Set-Off and Reconciliation: Provider may set off any amounts owed by Provider to Recipient against any amounts owed by Recipient to Provider under this Agreement following provision of a written statement of account and not less than days' notice to Recipient.

Term and Termination

Term Commencement Date: ; Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for breach shall be effective if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination or expiration, Recipient shall immediately cease use of Seeding Credits except to the extent Provider expressly authorizes a pro rata redemption. Any outstanding obligations that by their nature survive termination shall remain in effect.

Confidentiality

Each party shall hold confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving party without reference to Confidential Information.

Each party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall restrict disclosure to employees, agents or contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Remedies at law may be inadequate for breach of this provision; accordingly, the disclosing party shall be entitled to equitable relief, in addition to all other remedies available.

Notices

Notices shall be given to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be effective upon delivery if delivered personally or by nationally recognized overnight courier, or three business days after deposit in the mail when sent by certified mail, return receipt requested.

Representations and Warranties

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

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to negotiate in good faith to resolve disputes, and if unresolved, to submit disputes to binding arbitration in the county where Provider's principal place of business is located, unless otherwise mutually agreed in writing.

Entire Agreement; Amendment

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notary or Additional Acknowledgments (Optional)

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