Pre-Negotiation Legal Letter

PRE-NEGOTIATION LEGAL LETTER

This Pre-Negotiation Legal Letter (the Letter) is made and entered into as of Effective Date: by and between Party A: with principal place of business at ; and Party B: with principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to enter into good-faith discussions regarding potential business arrangements and to exchange confidential information for the purpose of evaluating a possible transaction described as: (the Transaction);

WHEREAS, the Parties intend that the exchange of information and the conduct of the negotiations shall be governed by the terms and limitations set forth in this Letter to preserve confidentiality, privilege where applicable, and to allocate rights and obligations during the pre-negotiation period; and

WHEREAS, the Parties acknowledge that except as expressly set forth in this Letter certain obligations shall remain non-binding and either Party may terminate discussions in accordance with the terms specified below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound only to the extent set forth in this Letter, the Parties agree as follows:

1. PURPOSE

The purpose of this Letter is to set forth the terms governing initial negotiations between the Parties regarding the Transaction, the protections for exchanged information, and the procedural framework for communications and decision-making prior to entering into any definitive agreement. This Letter does not by itself create or constitute a definitive agreement to consummate the Transaction except as specifically stated herein.

2. SCOPE OF NEGOTIATIONS; TIMELINE

The Parties agree to engage in negotiations in good faith concerning commercially reasonable terms for the Transaction. Negotiations shall commence on or about and shall continue until unless extended in writing by mutual agreement. Either Party may withdraw from negotiations upon providing written notice in accordance with the Notices provision below.

3. CONFIDENTIALITY AND PRIVILEGE

(a) All non-public information exchanged by one Party to the other in connection with the negotiations, whether oral, written, electronic or otherwise, and identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information), shall be held in strict confidence by the receiving Party. Confidential Information shall not be used by the receiving Party for any purpose other than evaluating or negotiating the Transaction without the prior written consent of the disclosing Party.

(b) The Parties acknowledge that communications and documents prepared for the purpose of seeking or providing legal advice or for facilitating settlement discussions may be subject to attorney-client privilege or other privileges and that disclosure shall not constitute a waiver of any such privilege provided that the disclosing Party takes reasonable steps to identify privileged communications as privileged when made. The Parties agree to cooperate to preserve privilege where applicable.

(c) Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving Party; (ii) was already in the receiving Party's possession as evidenced by written records prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

4. NON-BINDING NATURE; EXCEPTIONS

Except for Sections 3 (Confidentiality and Privilege), 8 (Notices) and this Section 4 and Section 9 (Governing Law), which shall be binding and enforceable, the Parties acknowledge and agree that no contract or agreement providing for the sale, purchase, merger, or other transfer of assets or securities shall be deemed to exist between the Parties unless and until a definitive written agreement has been executed and delivered by the Parties. Neither party shall be liable for failing to reach a definitive agreement.

5. RESERVATION OF RIGHTS; NO ADMISSION

All Parties expressly reserve all rights to pursue other opportunities and to discontinue discussions at any time. Nothing contained in this Letter shall be construed as an admission of liability or wrongdoing by any Party or as a waiver of any rights, claims or defenses available at law or in equity.

6. AUTHORITY; CONTACTS

Each Party represents and warrants that the individual signing below is duly authorized to execute this Letter on behalf of the Party. Primary points of contact for purposes of scheduling, information exchange, and notices are as follows:

7. NEGOTIATION OBJECTIVES AND MATERIAL TERMS

8. NOTICES

All notices, requests, demands and other communications under this Letter shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic mail with confirmation of receipt to the contact information provided above. Notice shall be effective upon receipt.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a written instrument executed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws selected by the Parties: Governing Jurisdiction: . This Letter constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written negotiations or understandings. If any provision of this Letter is held invalid or unenforceable, the remainder of this Letter shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

The Parties have executed this Letter below intending that the terms set forth herein shall control their pre-negotiation relationship to the extent provided, and acknowledging that certain specified provisions are intended to be binding prior to and independent of any definitive agreement.

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