Intention to Contract Agreement

INTENTION TO CONTRACT AGREEMENT

This Intention to Contract Agreement (the "Agreement") is made as of the day of of by and between Client Name: with principal address: , and Provider Name: with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties desire to enter into good faith negotiations with the objective of executing a definitive contract setting forth the terms and conditions under which the Provider will provide certain goods and/or services to the Client; and

WHEREAS, the Parties wish to record their mutual intentions with respect to key commercial points, allocation of costs during negotiation, confidentiality and any limited binding obligations that may apply during the negotiation period; and

WHEREAS, the Parties recognize that, except as otherwise expressly provided in this Agreement, neither Party is legally bound to proceed to a definitive agreement until such definitive agreement is executed by both Parties.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Definitive Agreement" means a fully executed, written contract executed by authorized representatives of both Parties that sets forth the detailed rights, obligations, prices and other terms governing the contemplated transaction. "Confidential Information" has the meaning set forth in Section 5.

2. PURPOSE

The purpose of this Agreement is to set out the Parties' mutual intention to negotiate and document the material commercial terms for the provision of goods and/or services by the Provider to the Client and to establish the framework and limited obligations that will govern the negotiation period.

3. KEY PROPOSED TERMS

4. NEGOTIATION OBLIGATIONS

The Parties shall negotiate in good faith and use commercially reasonable efforts to finalize the Definitive Agreement within the period of from the date of this Agreement. Each Party shall designate a representative to meet, exchange information and consider revisions as reasonably required.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other in connection with the negotiation and evaluation of the contemplated transaction, whether in oral, written or electronic form. Confidential Information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement, or is lawfully received from a third party without restriction.

Each Party agrees: (a) to use Confidential Information solely for the purpose of negotiating the Definitive Agreement; (b) to restrict disclosure to employees, agents or advisors who have a need to know and are bound to confidentiality no less protective than this Agreement; and (c) to exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality under this Section shall survive termination of this Agreement for a period of three (3) years.

6. BINDING AND NON-BINDING PROVISIONS

Except as expressly set forth in Section 5 (Confidentiality), Section 7 (Exclusivity), and Section 8 (Expenses), this Agreement is intended to be non-binding and creates no obligation for either Party to enter into the Definitive Agreement or to consummate the contemplated transaction. No offer, acceptance or other contractual obligations with respect to the subject matter hereof shall arise unless and until a Definitive Agreement is executed by both Parties.

7. EXCLUSIVITY

The Parties may elect to negotiate on an exclusive basis for a limited period. If exclusivity is desired, check the box below and specify the exclusivity period. If no box is checked, no exclusivity is granted.

8. EXPENSES

Each Party shall bear its own expenses incurred in connection with the negotiation of the Definitive Agreement, unless otherwise agreed in writing. Any third‑party costs or deposits that one Party will pay on behalf of the other must be set forth in a separate writing signed by both Parties.

9. CONDITIONS PRECEDENT

The Parties' obligations to execute a Definitive Agreement are subject to customary conditions precedent, including satisfactory completion of due diligence, internal approvals and the mutual agreement on final commercially reasonable terms. Any material change to the proposed terms shall entitle either Party to cease negotiations.

10. TERMINATION

This Agreement will automatically terminate upon the earlier of: (a) execution of the Definitive Agreement by both Parties; (b) written notice by either Party to the other of termination of negotiations; or (c) expiration of the negotiation period set forth in Section 4. Termination shall not relieve any Party of liability for breach of any binding provision of this Agreement.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section). Notices shall be deemed given when delivered in person, transmitted by electronic mail with confirmation of receipt, or three (3) business days after deposit with a nationally recognized courier service.

12. 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 either Party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change in control, provided the assignee assumes obligations hereunder in writing.

13. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, letters, agreements or communications, whether oral or written, concerning the subject matter hereof, except that any executed confidentiality agreement between the Parties shall continue in accordance with its terms.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the Parties' original intent.

16. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

17. REPRESENTATIONS

Each Party represents and warrants that it has the full corporate or legal power and authority to enter into this Agreement and that the execution and delivery of this Agreement and the performance of its obligations will not violate any contract, law or order applicable to such Party.

18. MISCELLANEOUS

Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The Parties agree to cooperate and execute such further documents and instruments as may be reasonably required to carry out the purposes of this Agreement.

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