Funding Agreement Document

FUNDING AGREEMENT DOCUMENT

This Funding Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Lender Name:    Address:

Recipient Name:    Address:

Effective Date:

Recitals

WHEREAS, Lender is willing to provide funding to Recipient for the purpose described in this Agreement, and Recipient desires to receive such funding on the terms and conditions set forth herein;

WHEREAS, the parties intend that the funding be made available subject to the representations, warranties, covenants, payment terms, confidentiality obligations and other provisions set forth in this Agreement;

WHEREAS, the parties agree that this Agreement embodies the entire understanding between them regarding the funding and supersedes prior oral or written commitments concerning the subject matter hereof.

Scope of Work

Payment Terms

Payment Method:    Payment Schedule Reference:

If Recipient fails to remit any amount when due, interest shall accrue on the overdue amount at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, a late fee of may be charged for any payment more than days past due.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Recipient shall provide an invoice or other documentation reasonably requested by Lender prior to each scheduled disbursement.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days following written notice specifying the breach. Additionally, either party may terminate without cause upon days' prior written notice to the other party.

Termination shall not relieve Recipient of liability for amounts accrued prior to the effective date of termination, nor shall it affect any rights or obligations intended to survive termination as set forth in this Agreement.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or by inspection, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations and exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Required Disclosures: If the Receiving Party is required by applicable law, regulation or valid order of a court or governmental authority to disclose Confidential Information, the Receiving Party shall give the Disclosing Party prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy and shall disclose only that portion of Confidential Information that it is legally required to disclose.

Governing Law and Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Lender may assign its rights to an affiliate or to a subsequent lender that assumes Lender's obligations hereunder.

Remedies: Except as otherwise set forth in this Agreement, the remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto and any written instruments referenced 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 or modification of this Agreement must be in writing and signed by both parties.

Notices

Notices shall be effective upon receipt when delivered personally, by certified mail (return receipt requested), or by commercially recognized overnight courier to the addresses listed above, or at such other address as either party may designate by written notice to the other.

Sign Now