This Standstill Agreement is between two companies who are contemplating entering into a business arrangement regarding a certain type of technology and wish to discuss this transaction without interference from a third party who has similar interests. This agreement sets forth the arrangement including the fact that neither party will solicit nor encourage submission of proposals from other parties during the term of this agreement. It is crucial this type of business arrangement be set out in writing and not via oral agreement. A written Standstill Agreement will prove invaluable in the event of disagreements or misunderstandings between the parties.

This Standstill Agreement includes the following provisions:

• Parties: Sets forth the names and addresses of the parties entering into the agreement;
• Background: Sets forth that both parties are considering entering into this arrangement regarding technology and the desire to discuss potential business transactions without interruption from third parties who have common interests;
• Technologies: Sets out the common name of the technology developed by the first party;
• Standstill by Both Parties: Sets out the provisions under which neither party will solicit, initiate or encourage submissions of proposals from third parties while this agreement is in effect;
• Standstill Period: Sets out the date of commencement and how this agreement can be terminated;
• Signatures: Both parties must sign the agreement in the presence of witnesses.

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This attorney-prepared packet contains:

1. General Instructions
2. Standstill Agreement

State Law Compliance: This form complies with the laws of all states