Business Stealth Agreement

BUSINESS STEALTH AGREEMENT

This Business Stealth Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Party A and Party B desire to discuss and may undertake a confidential business relationship concerning (the Purpose), and to define certain commercial terms and responsibilities incidental to that relationship;

WHEREAS, the parties acknowledge that the very existence of the discussions, negotiations and any commercial arrangement is itself confidential and that premature disclosure of such existence would cause irreparable harm; and

WHEREAS, the parties wish to set forth their respective obligations regarding confidentiality, non-attribution and the governance of any work performed while this Agreement is in effect.

SCOPE OF WORK

The parties agree the initial scope of activities to be performed in furtherance of the Purpose shall be as follows. Specific deliverables, milestones, and acceptance criteria shall be set forth in writing and attached as an exhibit or incorporated by reference when agreed by authorized representatives.

CONFIDENTIALITY AND NON-ATTRIBUTION

1. Definition. "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party, including the existence of negotiations, proposed or executed transactions, business plans, financial data, technical information, customer and supplier identities, and any other information that by its nature is confidential.

2. Obligations. The Receiving Party shall (a) not disclose Confidential Information to any third party except to its employees, advisors or affiliates on a strict need-to-know basis who are bound by obligations no less protective than those in this Agreement; (b) not use Confidential Information except to evaluate and perform the Purpose; and (c) take all commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

3. Non-Attribution. Neither party shall disclose, publish, attribute or confirm the existence or terms of the relationship, negotiations, or any transactions between the parties, nor issue any press release, public statement, marketing material, or notification to customers, vendors or employees regarding the other party or the arrangement, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

4. Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received from a third party free to disclose; or (d) is independently developed without use of Confidential Information. A compelled disclosure permitted by law shall be made only after the Receiving Party gives prompt written notice and takes reasonable steps to limit disclosure and seek protective relief.

5. Return or Destruction. Upon termination or written request, the Receiving Party shall, at the Disclosing Party's election, return or destroy all Confidential Information and provide certification of such destruction to the Disclosing Party within a commercially reasonable time.

PAYMENT TERMS

All fees are exclusive of taxes. Invoices not disputed in good faith within ten (10) business days shall be deemed accepted. Failure to pay amounts when due shall subject the delinquent amount to the Late Fee set forth above and to any other remedies available at law or equity.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination shall not relieve a party of obligations accrued prior to the effective date of termination, including payment obligations and duties to maintain confidentiality as set forth herein.

ADDITIONAL PROVISIONS

1. Representations and Authority. Each party represents that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized.

2. Remedies. Each party acknowledges that a breach of the confidentiality or non-attribution obligations may cause irreparable harm for which monetary damages would be insufficient. Accordingly, the non-breaching party shall be entitled to seek injunctive relief and any other equitable remedies in addition to damages.

3. Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that either party may assign to a successor by merger or sale of substantially all of its assets provided the assignee assumes the assignor's obligations in writing.

4. Survival. The obligations of confidentiality, non-attribution, payment obligations accrued prior to termination, and remedies for breach shall survive termination or expiration of this Agreement for the period set forth below.

NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below (or such other address as a party designates by notice in accordance with this Section).

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of courts of that jurisdiction for resolution of disputes arising under this Agreement.

This Agreement, including any exhibits or schedules incorporated herein, constitutes the entire agreement between the parties with respect to the Purpose and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral, concerning the Purpose. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings contained in this Agreement are for convenience only and shall not affect interpretation.

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