Aestiva Ventures - Venture Agreement

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Aestiva Venture Agreement (Letter of Intent)

The Parties
This Aestiva Venture Agreement is a Letter of Intent (LOI) between Aestiva Software, Inc. (Aestiva) and ___________________________ (Partner), herein collectively known as the Parties or individually known as the Other party.

Mutual Protections
This LOI does not provide any license or ownership in the intellectual properties, services, or business activities of the Other party, nor does it constrain the activities of the Other party although the Parties understand they may be limited by Future Agreements between the Parties.

Aestiva shall develop and deliver and support a set of services herein known as the Webigami Service, per upcoming Purchase Order by a Customer known to the Partner. Aestiva shall charge the Customer fixed and recurring fees at a rate specified in the Purchase Order for such Webigami Service and, if not specified, at its published rates. The Parties understand each may provide un-contracted work which may be used as contributions to a future venture together.

Joint Venture
Aestiva will build a Webigami Service, as called out in the Purchase Order for a Customer known to the Partner. The Parties will work together in good faith to satisfy the anticipated needs of future buyers. The Parties agree upfront to work toward sharing the profits of the sales of the Webigami service to future buyers.

Deferred Agreements
The Parties agree to defer how they will spit the activities, distributed profits, and expenses as they relate to the sales of the Webigami Service to future buyers until after the Webigami Service has been delivered to the Customer. The Parties understand the Future Agreement, if accepted by al parties, will have a split of distributed profits as follows; 20% to Aestiva, 10% to Aestiva (to compensate a board of advisors), 20% to the Partner, and 50% to be defined in the Future Agreement between the Parties and others based on previous uncompensated contributions and future commitments of the Parties and others.

This agreement may be terminated at any time, subject to the limitations of a Future Agreement. Upon termination, the Customer may continue to use the Webigami Services developed under this LOI and defined by its Purchase Order.

No Mutual Liability
The Parties understand this agreement defines an intent of the Parties to engage in a future venture together but that the Parties will hold the other harmless to any losses and expenses and un-contracted work spent as a result of this intent with the exclusion of work contracted using Purchase Orders, but that such expenses and un-contracted work can be considered as contributions before moving ahead together in a Future Agreement.

The Parties further understand that, in the event the LOI is terminated without a Future Agreement, the Parties will hold each harmless to all losses arising from the termination of this LOI including, but not limited to, losses of future income, and losses as they relate to the time and resources dedicated to trying to make this LOI a success.

By signing below the Parties agree to this LOI and agree to work in good faith to make this venture a success.

Aestiva Manager Name/Title

Aestiva Manager Signature/Date

Partner Name/Title

Partner Signature/Date

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