Business UPSI Document

BUSINESS UPSI AGREEMENT

Parties

Disclosing Party:

Receiving Party:

Recitals

WHEREAS, Disclosing Party possesses certain confidential and price-sensitive information that is not generally available to the public and that, if disclosed, may affect the market price of the Disclosing Party's securities or business transactions (hereinafter "Unpublished Price Sensitive Information" or "UPSI");

WHEREAS, Receiving Party has been engaged by Disclosing Party to perform services set forth in the Scope of Work and, in the course of such engagement, will have access to UPSI and other confidential information; and

WHEREAS, the Parties desire to set forth the terms and conditions under which UPSI and other confidential information shall be disclosed, used and protected to ensure compliance with applicable insider trading and securities laws and to preserve the interests of both Parties.

Scope of Work

Payment Terms

Total Fee:

Deposit (if any):

Late Payment Fee: % per month on overdue amounts, compounded monthly.

Term and Termination

Effective Date:

Termination Date / Completion Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination for material breach shall be immediate upon written notice if the breach is not cured within 10 days of receipt of cure notice.

Confidentiality; UPSI Protections

Definition of UPSI: For purposes of this Agreement, UPSI means any information, whether oral, written, electronic or visual, concerning the Disclosing Party's business, operations, financial results, mergers, acquisitions, divestitures, financing arrangements, material contracts, intellectual property, product launches, or other information that is not generally available to the public and which a reasonable investor would consider material in making an investment decision.

Non-Disclosure and Non-Use: Receiving Party shall not, directly or indirectly, disclose UPSI to any person, trade in securities of the Disclosing Party, recommend such trading, or permit access to UPSI except as expressly permitted under this Agreement. Receiving Party shall use UPSI solely for the performance of the Scope of Work and for no other purpose.

Permitted Disclosures: Receiving Party may disclose UPSI only to those employees, advisors or subcontractors with a demonstrated need to know and who are bound by written confidentiality obligations at least as protective as those set forth herein. Receiving Party remains fully liable for any acts or omissions of such persons as if they were the Receiving Party's own acts or omissions.

Security Measures: Receiving Party shall implement and maintain reasonable physical, administrative and technical safeguards to prevent unauthorized access, disclosure, alteration or destruction of UPSI, including but not limited to role-based access controls, encrypted storage and audit logs of access to UPSI.

Mandatory Disclosures: If Receiving Party becomes legally compelled to disclose any UPSI, it shall provide Disclosing Party prompt written notice to allow Disclosing Party to seek a protective order or other remedy. Receiving Party shall disclose only that portion of UPSI that is legally required and shall use reasonable efforts to obtain confidential treatment for the disclosed UPSI.

Return or Destruction: Upon termination or earlier request by Disclosing Party, Receiving Party shall promptly return or, at Disclosing Party's election, securely destroy all UPSI in its possession and provide a written certification of destruction.

Injunctive Relief: Receiving Party acknowledges that breach of this Section would cause irreparable harm for which monetary damages would be inadequate and that Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies at law or in equity.

Compliance with Law

Receiving Party shall comply with all applicable securities laws, insider trading regulations and corporate policies governing the handling of UPSI, including any obligations to report access logs, insider lists, or other records to regulators where required. Receiving Party shall promptly notify Disclosing Party of any suspected or actual unauthorized disclosure or misuse of UPSI.

Indemnification

Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Receiving Party of this Agreement or unauthorized use or disclosure of UPSI by Receiving Party or its Representatives.

Notices

All notices under this Agreement must be in writing and delivered to the addresses below by hand, overnight courier or certified mail.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties at the time of execution. The Parties hereby submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement: This Agreement, including any exhibits or schedules and any written non-disclosure undertakings referenced 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. Any amendment must be in writing signed by authorized representatives of both Parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Disclosing Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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