Letter of Intent View

LETTER OF INTENT

This Letter of Intent ("LOI") is made effective as of Effective Date: by and between Party A: , with principal address: , and Party B: , with principal address: .

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain products and/or services and desires to obtain from Party B certain business arrangements described herein;

WHEREAS, Party B has represented that it has the capability and willingness to perform the services and/or enter into the proposed transaction described in this LOI;

WHEREAS, the parties desire to set forth the principal terms and conditions upon which they intend to negotiate and, if agreed, execute a definitive agreement governing the proposed transaction.

SCOPE OF WORK

PAYMENT TERMS

Late Payment: If any payment due under this LOI or any subsequently executed definitive agreement is not paid within days after the due date, interest will accrue at (or the maximum permitted by applicable law, if lower).

TERM AND TERMINATION

Term: The initial term of this LOI shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this LOI upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or otherwise, including business plans, financial information, technical data, and customer information, but excluding information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) not use Confidential Information for any purpose other than evaluating or performing the transaction contemplated by this LOI; and (iii) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and who are bound to confidentiality obligations no less protective than those herein.

Duration: Confidentiality obligations shall survive termination of this LOI for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

The parties agree that the confidentiality obligations set forth above shall be mutual.

NON-BINDING STATEMENT & BINDING PROVISIONS

Except as expressly set forth in the Confidentiality and Exclusivity (if any) provisions, this LOI is intended only as a statement of the parties' mutual intentions and does not create any binding obligation on either party to consummate the proposed transaction. No binding obligation to enter into the transaction or any definitive agreement shall arise unless and until a definitive written agreement is executed by duly authorized representatives of the parties.

For a period of days from the Effective Date, the parties agree to negotiate exclusively and not solicit or enter into negotiations with third parties regarding the subject matter of this LOI.

GOVERNING LAW

This LOI 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this LOI.

ENTIRE AGREEMENT

This LOI constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and understandings, whether written or oral, relating to the subject matter. Any amendment or modification of this LOI must be in writing signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this LOI 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.

Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by recognized overnight courier to the addresses set forth above or such other address as a party may designate in writing.

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