Good Faith Agreement

GOOD FAITH AGREEMENT

This Good Faith Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , Entity Type: Individual Corporation LLC Other   and Party B Name: , Entity Type: Individual Corporation LLC Other.

RECITALS

WHEREAS, each party possesses information, relationships or resources relevant to a potential business arrangement, transaction or negotiation described in Section 3 (the "Purpose");

WHEREAS, the parties wish to establish mutual obligations to negotiate and communicate in good faith so that the parties may evaluate and, if appropriate, proceed with the Purpose; and

WHEREAS, the parties intend that this Agreement will govern their obligations to act honestly, fairly and with reasonable diligence during the negotiation period described herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Good Faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing, including timely disclosure of material information relevant to the Purpose and refraining from affirmative misrepresentation or concealment of material facts.

1.2 "Confidential Information" means non-public business, technical or financial information, whether oral, written or electronic, disclosed by one party to the other in connection with the Purpose, excluding information that is publicly known or rightfully obtained without obligation of confidentiality.

2. AGREEMENT TO NEGOTIATE IN GOOD FAITH

2.1 Each party covenants and agrees to negotiate with the other in Good Faith with the objective of reaching a definitive written agreement concerning the Purpose. Each party shall use commercially reasonable efforts to (a) respond to requests for information within a reasonable time, (b) provide accurate information that is material to the Purpose, and (c) designate representatives with authority to conduct negotiations.

2.2 Notwithstanding the foregoing, nothing in this Agreement obligates either party to agree to any term or to enter into any definitive agreement, except to the extent a definitive agreement is executed by authorized representatives of both parties.

3. SCOPE AND PURPOSE

The Purpose of the parties' discussions under this Agreement is:

4. CONFIDENTIALITY

4.1 Each party shall protect Confidential Information of the other party using no less than the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall be used solely for the Purpose and not disclosed to third parties except to those employees, affiliates, agents or advisors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

4.2 The obligations in this Section 4 shall not apply to information that is independently developed, becomes public other than by breach of this Agreement, or is required to be disclosed by law or valid court order provided the disclosing party gives prompt written notice to the other and cooperates in seeking a protective order.

5. TERM; TERMINATION; SURVIVAL

5.1 This Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated as provided herein.

5.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to termination.

5.3 Sections that by their nature should survive termination or expiration, including Confidentiality, Governing Law and Dispute Resolution, shall survive.

6. CONSIDERATION

The parties acknowledge that the mutual promises to negotiate and to exchange information in Good Faith constitute sufficient consideration for this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf is duly authorized to bind such party.

8. REMEDIES

8.1 The parties agree that a breach of the confidentiality or Good Faith obligations may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, each party is entitled to seek injunctive or other equitable relief to prevent or remedy any breach, in addition to any other remedies available at law or equity.

8.2 Except in cases of willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of this Agreement.

9. NOTICES

Notices shall be given in writing and shall be effective upon receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses specified above or to such other address as either party shall designate by notice in accordance with this Section 9.

10. ASSIGNMENT AND BENEFICIARIES

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that a party may assign to an affiliate or to a purchaser of substantially all of its assets provided the assignee assumes the obligations of the assignor. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and is not intended to confer any rights on third parties.

11. GOVERNING LAW; VENUE

This Agreement 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 state and federal courts located in that State for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

13. AMENDMENT; WAIVER; COUNTERPARTS

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS

The parties agree to cooperate in good faith to carry out the terms of this Agreement and to execute further documents as reasonably necessary. The headings in this Agreement are for convenience only and do not affect interpretation.

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