Buyside Business Agreement

BUYSIDE BUSINESS AGREEMENT

This Buyside Business Agreement ("Agreement") is made effective as of by and between the parties set forth below.

Parties

Individual Corporation LLC Partnership

Individual Corporation LLC Partnership

WHEREAS

WHEREAS, Buyer wishes to engage Service Provider to perform buyside advisory and sourcing services in connection with the identification, evaluation and negotiation of prospective acquisitions or investments as set forth in this Agreement; and

WHEREAS, Service Provider has the relevant expertise and agrees to provide such services under the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Scope of Work

Service Provider shall provide buyside services including, without limitation, market research, target identification, preliminary diligence, valuation support, outreach to targets, coordination of buyer diligence, negotiation support, and closing assistance. Specific tasks, milestones, and deliverables are described below:

Payment Terms

Buyer shall pay Service Provider fees in consideration for the Services as follows:

Invoices shall be issued by Service Provider and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of % per month, or the maximum permitted by law if lower.

Buyer shall reimburse reasonable out-of-pocket expenses incurred by Service Provider in connection with performance of the Services provided such expenses are pre-approved in writing by Buyer when exceeding per item.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days following written notice of the breach.

Termination shall not relieve Buyer of its obligation to pay fees for Services performed and expenses incurred through the effective date of termination, nor obligations that by their nature survive termination.

Confidentiality

Each party (the "Recipient") acknowledges that during the course of performance it will receive Confidential Information of the other party (the "Discloser"). "Confidential Information" means all non-public, business, technical and financial information disclosed by Discloser to Recipient, whether in oral, written, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall: (a) use Confidential Information solely to perform or exercise its rights under this Agreement; (b) restrict disclosure of Confidential Information to its employees, consultants and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care. Recipient shall not disclose Confidential Information to any third party without prior written consent of Discloser, except as compelled by law, in which case Recipient shall give prompt notice and cooperate with Discloser to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by the indemnified party's negligence or misconduct.

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, in no event shall either party be liable for consequential, incidental, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall be limited to the total fees paid to Service Provider under this Agreement in the 12 months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree to use good faith negotiations to resolve disputes; if unresolved within 30 days, disputes shall be resolved by binding arbitration in the governing state in accordance with the arbitration rules mutually agreed by the parties.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Survival

Sections concerning confidentiality, indemnification, limitation of liability, governing law, and any other provisions that by their nature should survive termination, shall survive termination or expiration of this Agreement.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three days after deposit with the U.S. Postal Service, postage prepaid.

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