Commitment Agreement

COMMITMENT AGREEMENT

Effective Date:

Party A Name:    Party B Name:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and resources and has represented to Party B that Party A is willing and able to commit specific performance, resources, or financing (the "Commitment"); and

WHEREAS, Party B desires to obtain the Commitment and is relying upon the terms, representations, and assurances provided by Party A as set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Commitment on the terms and conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Commitment Amount:

Late Payment Fee:

All payments must be made in lawful currency and delivered to the receiving party at the address set forth above or at such other address as the receiving party designates in writing. Failure to pay when due shall constitute an event of default under this Agreement and permit the non-defaulting party to pursue available remedies.

TERM AND TERMINATION

Commencement Date:    Expiration Date:

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve any party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during the term of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public information disclosed in any form 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents, or advisors who have a need to know and who are bound to maintain confidentiality at least as protective as this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to Confidential Information.

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 state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

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 either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being deposited in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a party may designate by written notice.

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