Legal Intent to Proceed Document

LEGAL INTENT TO PROCEED DOCUMENT

This Legal Intent to Proceed Document (the "Document") is entered into as of Date: by and between Client Name: , an entity type: organized under the laws of , with principal address (hereinafter "Client"), and Provider Name: , an entity type: organized under the laws of , with principal address (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to evaluate and, subject to the terms set forth herein, proceed with certain commercial discussions and the potential engagement of Provider to deliver services or goods described further below; and

WHEREAS, Provider has represented that it has the capacity, personnel, and expertise to perform the proposed work and the parties wish to establish their mutual intent to proceed with defined preliminary steps in good faith while preserving certain rights and obligations; and

WHEREAS, the parties intend that certain provisions of this Document shall be binding immediately while other provisions shall be non-binding expressions of intent pending execution of a definitive agreement.

NOW, THEREFORE

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. PURPOSE

The purpose of this Document is to set forth the parties' mutual intent to proceed with preliminary activities relating to: and to allocate responsibilities, confidentiality obligations, and any limited exclusivity during the negotiation period.

2. SCOPE OF PRELIMINARY ACTIVITIES

The parties shall engage in the following preliminary activities in good faith: review of technical and commercial terms, exchange of pertinent documentation, preparation of a proposed statement of work or term sheet, and scheduling of meetings and demonstrations as required to advance towards a definitive agreement. Specific tasks and milestone dates, if any, are as follows:

3. NATURE OF THE DOCUMENT; BINDING AND NON-BINDING PROVISIONS

Except as expressly provided in Section 4 (Exclusivity) and Section 5 (Confidentiality), the parties acknowledge and agree that this Document is intended only to reflect mutual intentions and to facilitate negotiation of a definitive agreement. No party shall be bound to consummate the proposed transaction or engagement unless and until a definitive written agreement has been executed by all authorized representatives of the parties.

Notwithstanding the foregoing, Sections 4 (to the extent exclusivity is elected), 5 (Confidentiality), 7 (Expenses), 11 (Governing Law), and this Section 3 are intended to be legally binding obligations enforceable by law.

4. EXCLUSIVITY (OPTIONAL)

The parties may elect limited exclusivity as follows. Check the applicable box to indicate selection:

Exclusivity elected If elected, exclusivity shall commence on and shall continue until , unless earlier terminated by mutual written consent. During any elected exclusivity period, Client shall not solicit or negotiate with third parties with respect to the subject matter described in Section 1.

5. CONFIDENTIALITY

The parties acknowledge that, in connection with the negotiation and performance of preliminary activities, each may disclose Confidential Information to the other. "Confidential Information" means non-public information that is identified as confidential at disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence using no less than reasonable care; (b) not use Confidential Information except to evaluate and perform preliminary activities contemplated by this Document; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The confidentiality obligations shall survive termination of this Document for a period of months.

6. GOOD FAITH COOPERATION

The parties agree to negotiate in good faith, provide materials and information reasonably requested by the other party, and designate representatives with authority to discuss and resolve open items. Nothing in this Section 6 requires either party to agree to terms that it reasonably deems commercially unacceptable.

7. EXPENSES

Each party shall bear its own costs and expenses incurred in connection with the negotiation of the definitive agreement, unless otherwise agreed in writing. If either party requests the other to perform work for which the requesting party will compensate the performing party during the negotiation phase, the scope, fee, and payment terms must be set forth in a separate written agreement signed by both parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction set forth above; (b) it has full corporate or organizational power and authority to enter into this Document and to perform its obligations hereunder; and (c) the execution and delivery of this Document has been duly authorized by all necessary action.

9. TERM AND TERMINATION

This Document shall commence on the Effective Date and shall continue until the earlier of: (a) execution of a definitive agreement by the parties; (b) written mutual termination; or (c) . Termination of this Document shall not relieve either party of obligations that are expressly stated to survive termination.

10. NOTICES

All notices, requests, demands, and other communications under this Document shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing). Delivery may be made by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

11. MISCELLANEOUS

Governing Law: This Document shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties, without regard to conflict of law principles. Selected jurisdiction:

Entire Agreement: This Document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to the same, except that any executed definitive agreement shall supersede this Document.

Severability: If any provision of this Document is held to be void, invalid, or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the commercial intent of the invalid provision.

Amendment and Waiver: No amendment or waiver of any provision of this Document shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Document may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means that reproduce a handwritten signature shall be binding.

SIGNATURES

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