Business Venture Profile

BUSINESS VENTURE PROFILE AND AGREEMENT

Parties

Company Name:    Venture Founder:

Receiving Party:    Date Prepared:

Recitals

WHEREAS, Company Name has developed a business concept and related materials describing the venture's products, services, market strategy and financial projections (the "Venture Materials"); and

WHEREAS, Receiving Party has requested disclosure of certain Venture Materials for purposes of evaluating potential financing, partnership or other commercial relationships; and

WHEREAS, the parties desire to set forth the Venture Profile and certain binding terms governing disclosure, payment obligations, confidentiality and the general scope of work and funding being considered.

Venture Overview

Sole Proprietorship    Partnership    LLC    Corporation    Other:

Principal Contact

Executive Summary

Market Opportunity

Products and Services

Revenue Model

Funding Request and Use of Funds

Amount Requested: $    Funding Type: Equity Debt Convertible Note Grant Other

Projected Financials & Milestones

Projected Revenue Year 1: $    Year 2: $

Scope of Work

The parties acknowledge and agree that the initial Scope of Work will include the activities necessary to conduct the evaluation of the Venture and to complete the initial phase of engagement, as set forth below. Details of specific deliverables, timelines and acceptance criteria will be documented in separate Statements of Work where applicable.

Payment Terms

Payment Amount: $    Schedule:

Late Fee:    Grace Period:

All payments shall be made in lawful currency and are non-refundable unless otherwise expressly agreed in writing. Overdue amounts will accrue interest and the receiving party may suspend deliverables pending cure of payment defaults.

Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Agreement for material breach not cured within days after written notice. Termination shall not relieve either party of obligations accrued prior to termination and provisions intended to survive termination shall remain in effect.

Confidentiality

The parties acknowledge that the Venture Materials and other non-public information disclosed in connection with this Profile constitute Confidential Information. Confidential Information shall not be disclosed except as required by law or with prior written consent. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care. Confidentiality obligations shall survive termination for a period of five (5) years.

Information designated as particularly sensitive (e.g., source code, customer lists, proprietary algorithms) shall be identified in writing and afforded the highest protection by the receiving party.

I acknowledge that the information provided in this Profile is designated Confidential.

Representations and Warranties

The Venture Representative represents and warrants that: (a) to the best of their knowledge the Venture Materials are accurate and do not omit material information; (b) Company has the authority to disclose the Venture Materials and to enter into this Agreement; and (c) there are no known third-party encumbrances that would materially impair the venture's ability to perform the Scope of Work as described.

Intellectual Property

All intellectual property developed by Company prior to or independent of this Profile remains the sole property of Company. Any joint developments or inventions arising from a separately executed Statement of Work shall be addressed in that agreement. Nothing in this Profile assigns or licenses patents or copyrights except by explicit written instrument.

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 agree that any dispute arising from this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in that state, unless the parties mutually agree to arbitration in writing.

Entire Agreement

This Profile, together with any attached Statements of Work and Exhibits explicitly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Attachments and Additional Materials

Acknowledgement

By signing below, the undersigned represent that they are authorized to execute this Business Venture Profile and Agreement on behalf of the party for which they sign and that the information provided in this Profile is true and complete to the best of their knowledge as of the date signed.

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