Business Source Letter

BUSINESS SOURCE LETTER

This Business Source Letter Agreement (this Agreement) is made as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, Source represents that it has existing relationships, contacts and business development capabilities and has identified or will identify potential clients, opportunities, or projects that may be of value to Recipient; and

WHEREAS, Recipient desires to receive introductions from Source to prospective clients or projects and to compensate Source for introductions that result in Qualifying Business, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their agreement regarding the scope of introductions, payment of fees, confidentiality and other material terms.

SCOPE OF WORK

Source will identify and introduce prospective clients, projects or opportunities to Recipient as set forth below. A Qualifying Business is an engagement or contract between Recipient and a prospect introduced by Source that results in Recipient receiving revenue or other economic benefit.

PAYMENT TERMS

For each Qualifying Business resulting directly from an introduction by Source during the Term, Recipient shall pay Source the following fee(s).

All payments shall be made in United States Dollars unless otherwise agreed in writing. Recipient shall provide reasonable documentation demonstrating the revenue or contract value on which any percentage fee is calculated. Fees are payable only with respect to Qualifying Business entered into within the Term and as specifically described in this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach. Termination does not affect obligations to pay fees for Qualifying Business introduced prior to termination, which shall survive and remain payable in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable party would understand to be confidential under the circumstances. Each party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, agents or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that (i) is or becomes generally known to the public other than by a breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, or (iii) is rightfully obtained from a third party not subject to confidentiality obligations. If a court or competent authority requires disclosure, the receiving party shall provide prompt notice to the disclosing party and cooperate to limit disclosure.

The obligations under this Confidentiality clause shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS, INDEMNIFICATION AND MISCELLANEOUS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Source represents that it will act in a professional manner in making introductions but does not guaranty contractual performance between Recipient and any introduced party.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to any limitations set forth herein.

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or to a successor by merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the address set forth above for each party, or to such other address as a party may designate in writing, and shall be deemed given when delivered in person, by overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

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