Business SIV Document

BUSINESS SIV AGREEMENT

This Business SIV Agreement (the Agreement) is entered into as of Effective Date: by and between Sponsor Name: and Investor Name: .

RECITALS

WHEREAS, Sponsor is forming and managing a Strategic Investment Vehicle referred to as "SIV" with the commercial objective of acquiring, managing and disposing of targeted business interests (the SIV Name: ); and

WHEREAS, Investor desires to commit capital to the SIV on the terms and conditions set forth in this Agreement in order to participate in the economic returns generated by the SIV; and

WHEREAS, the parties intend that their respective rights and obligations with respect to the SIV and the capital contributions shall be governed by the terms of this Agreement.

PARTIES

SCOPE OF WORK

Sponsor shall perform all activities reasonably necessary to establish, administer and operate the SIV in accordance with the investment objectives and restrictions set forth by the parties. Activities shall include sourcing investments, conducting due diligence, negotiating and documenting transactions, monitoring portfolio companies, and preparing required reports to Investor. The detailed scope is described below:

PAYMENT TERMS

Investor agrees to contribute capital to the SIV in accordance with the funding schedule set forth herein. The initial contribution amount is:

Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by applicable law, if lower). In addition, a one-time administrative late fee of shall apply if a scheduled contribution is more than days late.

All payments are exclusive of any taxes or governmental charges that may be imposed. Each party shall be responsible for its own taxes unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice.

Termination shall not affect any rights or obligations accrued prior to termination, including the Sponsor's right to reasonable compensation for services rendered and Investor's obligation to fund contributions earned and payable under this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other 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 circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, investor lists, valuation analyses and transaction terms.

Each party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; (ii) not disclose Confidential Information to any third party except as permitted by this Agreement; and (iii) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully obtained from a third party without confidentiality obligations; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided that it gives the disclosing party prompt written notice and cooperates reasonably to seek protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction: without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless made in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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 Sponsor may assign to any affiliate or successor entity in connection with a merger, acquisition or sale of substantially all of Sponsor's assets.

Notices: All notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, return receipt requested, to the address set forth above or such other address as a party may designate by notice.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

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