The Parties intend this document to be a non-binding document, which shall serve as merely an initial outline of the principal business points of a possible relationship or arrangement currently under consideration by the Parties.

The Parties each acknowledge that a relationship or arrangement of this type involves many essential and nonessential terms and conditions, and that agreement has not yet been reached with respect to any of the terms and conditions of the proposed relationship or arrangement.

All such terms and conditions, including without limitation those set forth in this document, are subject to future negotiation, deductions and additions. No Party shall incur in any obligation or liability under this document, each Party agrees not to assert and waives any claim it might have based on its reliance on this document, and either party shall have the right to terminate negotiations and discussions at any time for any reason and neither Party shall have any further liability, obligation, or rights with respect to the proposed transaction.

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