Technology Funding Agreement

TECHNOLOGY FUNDING AGREEMENT

This Technology Funding Agreement ("Agreement") is entered into as of between:

Funder Name: , Address:

and

Recipient Name: , Address:

RECITALS

WHEREAS, Funder has agreed to provide funding to Recipient to support the research, development and commercialization of certain technology and related improvements described herein; and

WHEREAS, Recipient has expertise in the development of technology and desires to accept such funding subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to funding, deliverables, intellectual property, confidentiality and related matters.

1. SCOPE OF WORK

2. PAYMENT TERMS

Funding Amount (total): $

Payment Method:

Late Payment: If any payment due hereunder is not paid within days after the due date, such delinquent amount shall bear interest at the rate of % per month or the maximum permitted by applicable law, whichever is less.

3. REPORTING AND AUDIT

Audit Rights: Funder shall have the right, upon reasonable prior notice and during normal business hours, to inspect Recipient records directly related to expenditures of funded amounts for a period of years following final payment.

4. INTELLECTUAL PROPERTY

Ownership: Except as explicitly provided below, Recipient shall retain ownership of all pre-existing intellectual property and all inventions, discoveries, improvements and works of authorship first conceived or reduced to practice by Recipient in the performance of the Scope of Work ("New Technology").

License to Funder: Subject to Recipient's ownership, Recipient hereby grants Funder a non-exclusive, worldwide, royalty-free license to use the New Technology solely for Funder's internal evaluation and due diligence. Upon achievement of mutually agreed milestones, the parties agree to negotiate in good faith terms for a commercial license or assignment on commercially reasonable terms, which will be documented in a separate written agreement.

Protection of IP: Recipient shall use commercially reasonable efforts to protect patentable New Technology and will notify Funder of patent filings materially related to the funded work.

5. CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party will: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that is (i) already known to the receiving party without an obligation of confidentiality, (ii) or becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

6. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated pursuant to this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon 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 this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Effect of Termination: Upon termination, Recipient shall deliver to Funder a final report describing the status of the work and a final accounting of expenditures. Termination shall not relieve either party of obligations accrued prior to termination nor any obligations that by their nature survive termination.

7. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement. Recipient represents that, to the best of its knowledge, performance of the Scope of Work will not infringe any third-party intellectual property rights.

Indemnification: Recipient shall indemnify, defend and hold harmless Funder and its officers, directors and agents from and against any claims, liabilities, losses or damages arising from Recipient's breach of this Agreement, negligence or willful misconduct in connection with the performance of the Scope of Work.

Limitation of Liability: Except for liabilities arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total Funding Amount paid by Funder to Recipient under this Agreement.

8. GOVERNING LAW

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

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice to the other party).

10. ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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