SAFE Business Agreement

SAFE BUSINESS AGREEMENT

This SAFE Business Agreement (the "Agreement") is entered into as of by and between Company Name: , a business with principal place of business at (the "Company"), and Investor Name: , with address (the "Investor").

RECITALS

WHEREAS, the Company is engaged in the business described in Section SCOPE OF WORK below and seeks capital to fund its operations and growth; and

WHEREAS, the Investor desires to provide funds to the Company in consideration for rights to future equity or other conversion rights as set forth in this Agreement; and

WHEREAS, the parties intend that the consideration provided by the Investor shall convert into equity or other securities of the Company upon the occurrence of defined Qualification Events, subject to the terms and conditions of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Late Payment: If any scheduled payment owed by the Company to the Investor under this Agreement is not made when due (and any applicable grace period has expired), the unpaid amount shall bear interest at the lesser of (a) percent per annum, or (b) the maximum rate permitted by applicable law. In addition, the Company shall pay a fixed late fee of for each delinquent installment.

CONVERSION; EQUITY TREATMENT

Upon the occurrence of a Qualified Financing or other conversion event as defined below, the Investor's purchase amount shall automatically convert into the type and amount of equity or securities specified for such event in accordance with the conversion terms attached as Exhibit A to this Agreement and incorporated herein. For purposes of this Agreement, a "Qualified Financing" shall mean the Company's issuance of equity securities for aggregate gross proceeds of not less than , unless otherwise agreed in writing.

TERM AND TERMINATION

Effective Date: This Agreement is effective as of .

Termination Date: This Agreement shall terminate on , unless earlier converted or terminated pursuant to its terms.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including conversion obligations and payment of accrued fees, interest, or indemnities.

CONFIDENTIALITY

Each party (a "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (a "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" means nonpublic information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (i) use Confidential Information only for the purposes of performing its obligations under this Agreement, (ii) restrict access to Confidential Information to those employees, agents, or advisors with a need to know and subject to confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach by the Receiving Party, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties shall endeavor to resolve disputes in good faith through negotiation and, if necessary, mediation. If a dispute cannot be resolved by negotiation or mediation, it shall be resolved in the courts of the specified jurisdiction.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control, provided that the assignee assumes the Company's obligations hereunder.

Amendment: This Agreement may be amended only by a written instrument executed by both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement, and that the execution and delivery of this Agreement and the performance of its obligations shall not violate any applicable law or agreement binding on such party.

The Company further represents that the capital raised pursuant to this Agreement will be used for the purposes described in the Scope of Work section and in accordance with applicable law.

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