Business Trampoline Letter

BUSINESS TRAMPOLINE LETTER

This Business Trampoline Letter (the "Letter") is made effective as of (the "Effective Date") by and between the parties identified below. This Letter sets forth the material terms under which one party will deliver short-term operational and financial support (the "Trampoline Services") to assist the other party in stabilizing or accelerating business operations.

Parties

WHEREAS

WHEREAS, Provider has experience and resources to deliver short-term operational, advisory and limited financing support to address immediate liquidity, staffing or operational gaps; and

WHEREAS, Client desires to engage Provider to deliver Trampoline Services for the limited purpose of stabilizing Client's business operations under the terms and conditions set forth in this Letter; and

WHEREAS, the parties intend for the arrangements described herein to be limited in scope and duration, with defined deliverables, compensation and confidentiality obligations as set forth below.

Scope of Work

Provider will perform the Trampoline Services expressly described below. The parties acknowledge that services outside this scope require written amendment and additional compensation.

Payment Terms

In consideration for the Trampoline Services, Client shall pay Provider as set forth below. All amounts are in United States dollars unless otherwise specified.

Invoices shall be submitted to Client and are due within days of receipt unless otherwise agreed in writing. All undisputed amounts not paid when due shall accrue the late payment fee set forth above.

Bank transfer Check Card

Term and Termination

This Letter shall commence on the Effective Date and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Letter for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for Services performed and unreimbursed expenses incurred prior to the effective date of termination, nor shall it relieve either party of any obligation that by its nature survives termination.

Confidentiality

"Confidential Information" means non-public business, financial, technical and other proprietary information disclosed by one party to the other in connection with this Letter. Each party shall (a) hold Confidential Information in 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 to perform its obligations under this Letter; 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 at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Letter; (ii) was lawfully in the receiving party's possession prior to disclosure; or (iii) is rightfully obtained from a third party not subject to an obligation of confidentiality. If a party is compelled by law or valid order to disclose Confidential Information, it shall promptly notify the disclosing party to allow it to seek a protective order or other remedy.

Upon termination or at the disclosing party's request, the receiving party shall promptly return or destroy Confidential Information and certify destruction in writing, except to the extent retention is required by applicable law or reasonable backup procedures.

Governing Law

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

Entire Agreement; Amendments

This Letter, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Letter will be effective unless in writing and signed by authorized representatives of both parties.

Representations; Authority

Each party represents and warrants that it has the full corporate or individual power and authority to execute and deliver this Letter and to perform its obligations hereunder, and that the execution and delivery of this Letter has been duly authorized by all necessary action.

Miscellaneous Provisions

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

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