Business Venture Supplement Form

BUSINESS VENTURE SUPPLEMENT FORM

This Business Venture Supplement Form ("Supplement") is executed as a supplement to the underlying agreement between the parties listed below and shall be incorporated into and governed by the terms of that agreement to the extent consistent with this Supplement.

Parties

WHEREAS

WHEREAS, the parties desire to collaborate on a business venture to be conducted under the name ;

WHEREAS, the parties wish to set forth supplemental terms, including scope of work, capital and payment allocations, term and termination procedures, and confidentiality obligations applicable to the venture effective as of ;

WHEREAS, the parties intend for this Supplement to govern the specific contributions and operational framework for the venture in addition to any previously executed agreement between the parties.

Scope of Work

The parties agree that the venture will perform the following work. All tasks, deliverables, milestones, and acceptance criteria should be described below. The party responsible for each listed item must be identified.

Payment Terms

The parties shall record capital contributions, fee structures and the schedule by which payments are to be made. All payments shall be made in lawful currency and shall be accompanied by a written remittance indicating the purpose of the payment.

Late payments shall incur interest and collection measures as set forth below.

Term and Termination

This Supplement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Supplement for material breach if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with the venture, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is: (a) already known to the receiving party without restriction at the time of disclosure; (b) becomes generally known to the public through no wrongful act of the receiving party; (c) disclosed to the receiving party by a third party having no duty of confidentiality; or (d) independently developed by the receiving party without reference to Confidential Information.

Each receiving party shall: (i) use the Confidential Information solely for the purpose of performing obligations under this Supplement; (ii) restrict access to Confidential Information to those employees, agents and permitted advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect the confidentiality of such information.

Representations and Warranties; Indemnification

Each party represents that it has full power and authority to enter into this Supplement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities or damages arising from the indemnifying party's gross negligence, willful misconduct or breach of this Supplement, subject to any limitations agreed in the underlying agreement.

Intellectual Property

Unless otherwise agreed in writing, intellectual property conceived, created or developed specifically for the venture shall be owned as follows. Parties should specify ownership, license grants and rights of use below.

Governing Law

This Supplement shall be governed by and construed in accordance with the laws of the state or jurisdiction chosen by the parties below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes.

Entire Agreement

This Supplement, together with the underlying agreement and any exhibits or schedules 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, negotiations and discussions, whether oral or written. Any amendment to this Supplement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Supplement shall be in writing and delivered to the addresses listed in the Parties section. If any provision of this Supplement is held invalid or unenforceable, the remainder of the Supplement shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the waiving party.

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