Business Transom Agreement

BUSINESS TRANSOM AGREEMENT

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

WHEREAS

WHEREAS, Party A provides business development facilitation, introduction, and transaction coordination services to assist parties in identifying, introducing and negotiating commercial opportunities (the "Transom Services"); and

WHEREAS, Party B desires to engage Party A to perform Transom Services on the terms set forth in this Agreement, and Party A is willing to perform such services subject to the terms and conditions herein.

WHEREAS, the parties intend that Party A's role is limited to facilitating introductions, providing advisory services, and coordinating certain transaction activities, and that Party A shall not be deemed the principal, agent or employee of Party B absent a separate writing.

SCOPE OF WORK

Party A shall perform Transom Services including, without limitation, identifying potential counterparties, making introductions, facilitating meetings and communications, assisting in structuring transaction terms, and coordinating due diligence activities as reasonably requested by Party B. Specific tasks, deliverables and timelines shall be as follows:

PAYMENT TERMS

In consideration for the Transom Services, Party B shall pay Party A the fees set forth below in accordance with this Agreement.

Late payments shall accrue interest at the rate of on any unpaid balance, compounded monthly, after a grace period of .

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon providing prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within after receipt of written notice of the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed orally, in writing, or by inspection that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall:

1. Use Confidential Information solely for the performance of this Agreement;
2. Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and
3. Not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party not under an obligation of confidentiality.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages or expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the indemnifying party's gross negligence, willful misconduct or material breach of its obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, special, incidental or punitive damages, and aggregate liability shall not exceed the total fees paid to Party A under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county and state identified above, administered in accordance with the arbitrator's rules selected by the parties.

ENTIRE AGREEMENT

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

MISCELLANEOUS

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

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