Business Theory Agreement

BUSINESS THEORY AGREEMENT

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

RECITALS

WHEREAS, Provider has conceived and developed certain proprietary concepts, methodologies, models and related information concerning business strategy, market approach, revenue models and operational frameworks (collectively, "Business Theory");

WHEREAS, Client desires to receive and evaluate the Business Theory for the limited Purpose of assessing potential commercial engagement, and Provider is willing to disclose such Business Theory on the terms and subject to the restrictions contained in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to confidentiality, ownership and compensation in connection with the disclosure and use of the Business Theory.

DEFINITIONS

1. "Confidential Information" means all information, whether written, oral, electronic or visual, that is disclosed by Provider to Client and that (a) is designated as confidential; (b) by its nature reasonably should be understood to be confidential; or (c) includes the Business Theory. Confidential Information excludes information that: (i) is or becomes publicly available through no breach of this Agreement by Client; (ii) was known by Client prior to disclosure as demonstrated by written records; (iii) is lawfully obtained by Client from a third party having the right to disclose; or (iv) is independently developed by Client without use of or reference to Provider's Confidential Information, as evidenced by written contemporaneous records.

SCOPE OF WORK

Provider shall disclose to Client the Business Theory and provide reasonable explanation and documentation necessary for Client to evaluate the Business Theory for the Purpose described herein. Provider's specific deliverables, milestones and activities are set forth below.

PAYMENT TERMS

In consideration for Provider's disclosure and services, Client shall pay Provider the fees described below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Termination shall not affect obligations accrued prior to termination, including payment and confidentiality obligations.

CONFIDENTIALITY

Client acknowledges that the Business Theory and other Confidential Information are proprietary to Provider. Client agrees to: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Upon Provider's written request or upon termination of this Agreement, Client shall promptly return or destroy, at Provider's election, all tangible materials containing Confidential Information and certify in writing that such materials have been returned or destroyed.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Business Theory and any intellectual property rights therein. No license, express or implied, to Provider's intellectual property is granted by this Agreement except a limited, non-transferable, non-exclusive right for Client to evaluate and use the Business Theory solely for the Purpose. Any development, improvement or adaptation of Provider's Business Theory made jointly or by Client shall be addressed in a separate written agreement.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law rules.

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, proposals, representations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized courier service.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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