Business Support Memo

BUSINESS SUPPORT MEMO

RECITALS

WHEREAS, Company Name: (the "Company") seeks business support services to advance the project described below; and

WHEREAS, Service Provider: (the "Provider") represents that it has the experience, personnel, and ability to provide such services on the terms set forth in this Memorandum; and

NOW, THEREFORE, the parties agree as follows to memorialize the scope, payment, term and confidentiality obligations applicable to the support to be rendered.

SCOPE OF WORK

PAYMENT TERMS

Compensation: The Company shall pay Provider a total fee of USD for the services described in this Memo, subject to the schedule below.

Late Payment: Payments not received within days after the due date shall incur a late fee equal to per month (or the maximum lawful rate if lower), plus reasonable collection costs.

TERM AND TERMINATION

Effective Date: This Memo shall commence on and expire on unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Memo for any reason upon providing written notice at least days prior to the proposed termination date. Termination shall not relieve the Company of payment obligations for services properly performed prior to the effective date of termination.

Termination for Cause: Either party may terminate this Memo immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Memo, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

Non-Disclosure: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Memo; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary for performance and subject to obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Memo, (ii) was rightfully known to the receiving party without restriction prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party’s Confidential Information.

GOVERNING LAW

This Memo shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Memo.

ENTIRE AGREEMENT

This Memo, together with any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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

Independent Contractor: Provider is an independent contractor and nothing in this Memo creates an employment, partnership or joint venture relationship.

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