Short Form Development Term Sheet

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					           SHORT FORM TERM SHEET FOR DEVELOPMENT AND LICENSE
                        AGREEMENT (NON-BINDING)

         THIS TRANSACTION SUMMARY IS A NON-BINDING DOCUMENT
         INTENDED TO FACILITATE DISCUSSIONS ABOUT A POTENTIAL
         BUSINESS TRANSACTION.      THE TERMS BELOW DO NOT
         NECESSARILY REFLECT THE FINAL POSITION OF THE PARTIES OR
         ALL MATTERS TO BE ADDRESSED RELATED TO THE SUBJECT
         MATTER DESCRIBED. NEITHER THIS TRANSACTION SUMMARY NOR
         ANY DISCUSSION RELATING TO IT CREATES ANY COMMITMENTS
         OR LIABILITIES, LEGAL OR OTHERWISE, BY ANY PERSON OR
         ENTITY. SUCH COMMITMENTS AND/OR LIABILITIES WILL ARISE
         ONLY IF, AND SOLELY TO THE EXTENT, PROVIDED IN DEFINITIVE
         WRITTEN AGREEMENTS DULY EXECUTED ON BEHALF OF THE
         ENTITIES TO BE BOUND THEREBY. THERE ARE NO OBLIGATIONS
         OR EXPECTATIONS THAT NEGOTIATIONS RELATED TO THE
         SUBJECT MATTER HEREOF WILL BE ENTERED INTO OR
         CONCLUDED. EITHER PARTY MAY ABANDON THESE DISCUSSIONS
         AT ANY TIME FOR ANY REASON OR FOR NO REASON WHATSOEVER.
          TERM               DEVELOPER                 PARTNER

Full Legal Name
Place of Incorporation
Address
Affiliates/Subsidiaries to
be included:
Contacts


     TERM                              AGREEMENT
Goal
Initial Project
Description
Product to be
Developed
Specification

Resource
commitments
Acceptance
Criteria
Testing
Changes to
SOW/ New
Product in




                                   1
Development
Phase
Reports /
Meetings re
development
Background
Property
(including IP)
Contributed by
Developer
Background
Property
(including IP)
Contributed by
Partner
Ownership
    o Specificat
       ion
    o New
       Product
Licenses
Exclusivity
Project
Managers
Confidentiality
Warranties
Support
Indemnities
NRE; Costs and
Expenses
Term/Terminati
on
Limitation of
Liability
Controlling Law




                   2