Business Term Request

BUSINESS TERM REQUEST

This Business Term Request (the "Request") is made as of Effective Date: by and between Requesting Party: with principal address:

and Counterparty: with principal address:

WHEREAS

WHEREAS, Requesting Party seeks to obtain certain commercial terms from Counterparty in connection with the following purpose:

WHEREAS, Counterparty is willing to consider providing the requested terms subject to the conditions set forth in this Request; and

WHEREAS, the parties intend that the terms set forth herein will serve as the basis for negotiation of a definitive agreement, subject to the limitations set forth in Section 8 (Binding Effect) below.

SCOPE OF WORK

PAYMENT TERMS

Proposed consideration: . Invoicing frequency:

Payment due within days of invoice. Late payments shall incur interest at and a minimum late fee of .

All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Unless otherwise provided, Client is responsible for reasonable costs of collection, including attorneys' fees, for delinquent payments.

TERM AND TERMINATION

Proposed Term Start Date: ; Proposed Term End Date:

This Request contemplates a term of months unless otherwise agreed. Either party may terminate a definitive agreement (if executed) for material breach by the other party if such breach is not cured within days' written notice.

Upon termination, each party shall promptly return or destroy Confidential Information of the other party in its possession, except as required for recordkeeping and compliance with applicable law. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" means all non-public information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) is rightfully received from a third party without restriction, (c) was known to the receiving party prior to disclosure without obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely for the purpose of evaluating and negotiating the potential transaction; (ii) 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; and (iii) not disclose Confidential Information to any third party except to employees, advisors, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The obligations of confidentiality shall continue for a period of three (3) years from the date of disclosure, except that trade secrets shall remain protected for so long as they remain trade secrets.

GOVERNING LAW

This Request shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any dispute arising out of or related to this Request.

ENTIRE AGREEMENT; BINDING EFFECT

Except as expressly provided herein with respect to confidentiality and payment of expenses, this Request is intended solely as a statement of proposed commercial terms for discussion purposes. Neither party shall be bound to proceed with the transaction unless and until a definitive written agreement negotiated and executed by duly authorized representatives of both parties has been delivered. This Request contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written statements, understandings, and proposals between the parties.

ADDITIONAL TERMS

By submitting this Request, the Requesting Party confirms that the individual signing below is authorized to propose terms on behalf of the Requesting Party. This Request does not create any obligation to execute a definitive agreement unless and until the parties execute a separate definitive agreement that expressly states it is binding.

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