Sample Preliminary Nonbinding Term Sheet

25.04 [2] Sample Preliminary Nonbinding Term Sheet Joint Venture ABC Company and XYZ Company will be joint-venture partners as sole members of a limited liability company to be named ________________ (the ""Joint Venture""). The Joint Venture will be organized under the laws of the State of Delaware. The Limited Liability Company Agreement (the ""Joint Venture Agreement"") of the Joint Venture shall set forth the agreement between ABC Company and XYZ Company concerning the Joint Venture, including governance matters. Each of ABC Company and XYZ Company will acquire a 50% ownership interest in the Joint Venture. The Scope of the Business of the Joint Venture The purpose of the Joint Venture shall be to develop, and commercialize Alpha Technology for use in the manufacturing of semiconductors (the ""Business""). The Joint Venture will operate as an independent enterprise with the goals of creating a market for Alpha Technology and maximizing value to ABC Company and XYZ Company. The Joint Venture Agreement shall specify certain agreed upon milestones for measuring the progress of the Joint Venture. After completion of the critical milestone (the ""Critical Milestone""), the parties shall commit to bringing a product based on the Alpha Technology to market. If the Joint Venture, after commercially reasonable efforts by both parties, is unable to complete the Critical Milestone [prior to __________], then either party may cause the dissolution and winding up of the Joint Venture.