Development Centre Business Plan

DEVELOPMENT CENTRE BUSINESS PLAN

This Development Centre Business Plan (the "Plan") is entered into between the parties identified below for the purpose of setting forth the commercial, operational and legal framework governing the establishment, operation and funding of the Development Centre described herein.

Parties

Development Centre Name:

Partner / Investor Name:

WHEREAS

WHEREAS, the Development Centre seeks to establish an operational program to deliver technical assistance, training, and incubation services to targeted beneficiaries pursuant to the strategy set forth in this Plan; and

WHEREAS, the Partner / Investor desires to provide funding, resources and strategic oversight in exchange for the rights, obligations and reporting set forth in this Plan and any ancillary funding agreements executed by the parties; and

WHEREAS, the parties wish to document the scope, schedule, performance metrics, financial commitments and legal provisions that will govern the Development Centre during the Plan Term.

EXECUTIVE SUMMARY

MISSION, OBJECTIVES AND STRATEGY

SCOPE OF WORK

The Scope of Work below defines activities, deliverables, milestones and acceptance criteria for the Development Centre. All services rendered shall conform to any applicable professional and regulatory standards and to the timelines set out in the Implementation Timeline.

SERVICES AND OPERATIONS

MARKET ANALYSIS & TARGETS

FINANCIAL PROJECTIONS

The financial projections below are prepared in good faith and constitute the financial framework for budgeting, funding requests and reporting.

IMPLEMENTATION TIMELINE

RISK ASSESSMENT & MITIGATION

AGREEMENT PROVISIONS

Payment Terms

The Partner / Investor agrees to provide funding in accordance with the schedule and amounts specified below. All payments shall be made in the currency specified herein and in cleared funds to the Development Centre's designated account.

Term and Termination

This Plan shall commence on the Effective Date and shall continue for the Plan Term unless earlier terminated in accordance with this section.

Effective Date:    Term End Date:

Either party may terminate this Plan for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information, technical data, trade secrets, business plans, financial information and other information disclosed by the other party (the "Disclosing Party") in connection with the Plan ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and subject to confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly known through lawful means, independently developed without reference to Confidential Information, or required to be disclosed by law provided that the Receiving Party gives prompt written notice to the Disclosing Party and limits disclosure to the minimum required.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising out of this Plan.

ENTIRE AGREEMENT

This Plan, together with any annexes or funding schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment or modification of this Plan must be in writing and signed by duly authorized representatives of both parties.

REPRESENTATIONS; COMPLIANCE

Each party represents that it has the authority to enter into this Plan, will comply with applicable laws and regulations in the performance of its obligations, and will obtain and maintain all permits, licenses and consents necessary to carry out the activities contemplated by this Plan.

REPORTING AND METRICS

MISCELLANEOUS

Notices under this Plan shall be in writing and delivered to the addresses set forth above. If any provision of this Plan is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Plan without the prior written consent of the other, except that the Partner may assign to an affiliate so long as the Partner remains responsible for performance.

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