Legal AOI Contract

LEGAL AOI CONTRACT

This Agreement on Intent (the Agreement) is entered into as of by and between Party A: , an entity of type Individual Corporation LLC, organized under the laws of ; and Party B: , an entity of type Individual Corporation LLC, organized under the laws of .

RECITALS

WHEREAS, Party A and Party B desire to negotiate and document the terms of a potential transaction described as (the Transaction); and

WHEREAS, the parties seek to set forth certain binding and non-binding provisions governing confidentiality, exclusivity, and the conduct of due diligence prior to execution of a definitive agreement; and

WHEREAS, the parties intend by this Agreement to record their mutual understanding of the principal terms and to allocate risk pending negotiation and execution of a Definitive Agreement.

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

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by a party or its representatives to the other party in any form that is designated as confidential or that, under the circumstances surrounding disclosure, ought reasonably to be treated as confidential, including financial statements, business plans, technical data, customer lists and pricing, but excluding information that (a) is or becomes publicly known other than by breach of this Agreement, (b) was known to the receiving party prior to disclosure as demonstrated by written records, or (c) is rightfully received from a third party without restriction.

1.2 "Definitive Agreement" means any final, binding agreement executed by the parties that sets forth the terms of the Transaction.

2. PURPOSE

The parties will negotiate in good faith toward a Definitive Agreement regarding the Transaction, the principal business terms of which are set forth as follows: Proposed consideration or structure:

3. EXCLUSIVITY

3.1 For a period of days from the Effective Date (the Exclusive Period), neither party shall, directly or indirectly, solicit, initiate, encourage or entertain offers or proposals from, engage in negotiations with, or enter into any agreement with any third party regarding a transaction substantially similar to the Transaction.

3.2 Breach of this Section by either party shall entitle the non-breaching party to injunctive relief and to recover any damages proven in law or equity.

4. CONFIDENTIALITY

4.1 Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purpose of evaluating and negotiating the Transaction, and (c) restrict disclosure to those employees, agents and advisors with a need to know who are bound to maintain confidentiality at least as restrictive as this Agreement.

4.2 The receiving party may disclose Confidential Information to the extent required by law or regulation provided that, to the extent permitted, the receiving party gives the disclosing party prompt written notice and cooperates to seek confidential treatment.

5. DUE DILIGENCE

5.1 Each party agrees to provide in a timely manner such documents, information and access to management and facilities as the other party reasonably requests for the purpose of due diligence. All information provided in the course of due diligence shall be Confidential Information.

5.2 The parties shall use commercially reasonable efforts to complete due diligence within days.

6. BINDING AND NON-BINDING PROVISIONS

6.1 Except for Sections 3 (Exclusivity), 4 (Confidentiality), 8 (Expenses), 11 (Governing Law), 12 (Notices), and this Section 6, the parties acknowledge and agree that this Agreement is intended only to evidence the parties' mutual intent and is not intended to create, and shall not be construed to create, any binding obligation to consummate the Transaction.

6.2 The binding provisions identified in Section 6.1 shall survive termination of this Agreement.

7. NO SOLICITATION; COOPERATION

7.1 During the Exclusive Period, each party shall not solicit, induce or encourage any of the other party’s employees, contractors or customers to terminate or modify their relationship with the other party.

7.2 Each party agrees to cooperate in good faith to obtain any third-party consents, governmental approvals or waivers necessary to perform its obligations and to consummate the Transaction, if agreed.

8. EXPENSES

Except as otherwise provided in a Definitive Agreement, each party shall bear its own costs and expenses incurred in connection with the negotiation and preparation of this Agreement and any due diligence or documentation related to the Transaction.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized by all necessary action, and (c) the execution and delivery of this Agreement and the performance of its terms do not and will not violate any material agreement, law or court order applicable to such party.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the Effective Date and shall terminate automatically upon the earlier of (a) execution of a Definitive Agreement by the parties, (b) mutual written agreement of the parties, or (c) expiration of the Exclusive Period unless extended in writing.

10.2 Termination of this Agreement shall not relieve a party of liability for a breach occurring prior to such termination, nor affect the survival of the binding provisions identified in Section 6.1.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11.2 Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the county of the governing law state selected above, and each party hereby submits to the exclusive jurisdiction of such courts.

12. NOTICES

Notices to Party A

Notices to Party B

13. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

13.1 No amendment to this Agreement shall be effective unless made in writing and signed by both parties.

13.2 No waiver of any breach or default shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.3 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 be affected or impaired.

13.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations.

14. COUNTERPARTS; FURTHER ASSURANCES

14.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as an original signature.

14.2 Each party agrees to execute and deliver such further instruments and take such further actions as may be reasonably requested to effectuate the purposes of this Agreement.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided that the assignee agrees in writing to be bound by this Agreement.

15.2 Remedies. The parties agree that breach of certain provisions of this Agreement, including Sections 3 and 4, may cause irreparable harm for which monetary damages may be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

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