Business Synopsis

BUSINESS SYNOPSIS

Parties and Identifying Information

Prepared For:    Prepared By:

Corporation   Limited Liability Company (LLC)   Partnership   Sole Proprietor   Other:

Recitals

WHEREAS, Client Name: operates or intends to operate a business described herein; and

WHEREAS, Service Provider: possesses expertise and will provide services, analysis and documentation as described in this Business Synopsis; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other material terms governing the preparation and delivery of a business synopsis and related advisory materials.

Scope of Work

The Service Provider will prepare a Business Synopsis that includes an executive summary, business model analysis, target market assessment, key personnel overview, projected financial summary, and milestones. The specific tasks are described below and attachments to this form, if any, are incorporated by reference.

Business Overview

Payment Terms

Fee Amount:    Currency:

Late Payment: If any payment is not received within of the invoice due date, a late fee of will be applied. In addition, outstanding amounts accrue interest at the lesser of the contractual rate specified above or the maximum rate permitted by law.

Term and Termination

Effective Date:    End Date:

Either party may terminate this engagement for material breach that remains uncured for a period of after receipt of written notice specifying the breach. Upon termination, Client will pay for work performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party will keep confidential all non-public information disclosed by the other party that is marked confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly known through no breach of this agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to limit disclosure.

The confidentiality obligations will survive termination for a period of , except that trade secrets will remain protected for so long as they retain trade secret status.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Client will indemnify and hold harmless Service Provider from claims arising from Client's use of the Business Synopsis except to the extent caused by Service Provider's gross negligence or willful misconduct.

Governing Law

This Business Synopsis and any dispute arising under or in connection with it will be governed by the laws of the State of , without regard to its conflict of law rules.

Entire Agreement

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance and Execution

By signing below, each party acknowledges that it has read, understands and agrees to be bound by the terms set forth in this Business Synopsis.

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