Business Venture Document

BUSINESS VENTURE AGREEMENT

This Business Venture Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

PARTIES

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, Party A seeks to combine certain resources, capital, and expertise with Party B to undertake a defined commercial venture for mutual profit under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations concerning the scope, financing, management, confidentiality and allocation of profits and losses of the venture; and

WHEREAS, the parties intend that this document govern their entire agreement with respect to the subject matter hereof and replace any prior oral or written understandings between them;

SCOPE OF WORK

The parties agree to collaborate on the following activities and deliverables. The duties, milestones and responsibilities shall be as described below:

PAYMENT TERMS

Compensation for services, capital contributions and allocation of proceeds shall be determined as follows.

All payments shall be made in lawful currency and in accordance with the schedule above. Late payments shall accrue interest or fees as set forth in the Late Payment Fee field until paid in full. Each party shall retain records sufficient to substantiate payments and costs allocable to the venture.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

This Agreement may be terminated by mutual written consent of the parties, by either party upon material breach where such breach remains uncured thirty (30) days after written notice, or as otherwise set forth herein. Termination shall not relieve the parties of obligations accrued prior to termination, including payment and confidentiality obligations which survive as provided below.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, customer lists, technical data, financial projections, trade secrets, and other proprietary materials disclosed in any form. Each recipient shall: (a) hold Confidential Information in confidence and not disclose it to third parties except to representatives who have a need to know and who are bound by comparable confidentiality obligations; (b) use Confidential Information solely for purposes of performing obligations under this Agreement; and (c) take reasonable measures to protect the confidentiality of such information.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the recipient's possession without restriction prior to disclosure; (iii) is independently developed by the recipient without use of the discloser's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and, to the extent permitted by law, an opportunity to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or successor in interest in connection with a merger, reorganization or sale of substantially all of its assets provided such assignee assumes the assigning party's obligations.

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

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, upon confirmed receipt of electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

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