Memorandum of Understanding

This Memorandum of Understanding (the “MOU”) is made as of between Galaxy Holdings, a TX LLC located at (“Galaxy Holdings”), and , located at (“Counterparty”). Each is a “Party” and together they are the “Parties.”

This MOU records the Parties’ mutual understanding and intentions only. Except for Section 7 (Confidentiality) and Section 8 (Governing Law), it is not intended to be, and does not create, a legally binding or enforceable contract.

1. Purpose

The Parties wish to explore and pursue the following collaboration (the “Purpose”):

2. Roles and Responsibilities

The Parties presently anticipate the following division of roles in pursuing the Purpose:

Galaxy Holdings:

:

3. Contributions

Subject to further discussion and definitive agreements, the Parties expect to contribute the following resources, personnel, or funding toward the Purpose:

4. Timeline and Milestones

The Parties intend to work toward the following indicative timeline, which is an estimate only and may change by mutual agreement:

5. Next Steps

The Parties intend to take the following next steps to advance the Purpose, including good-faith negotiation of any definitive agreements required to implement it: . Each Party will designate a point of contact to coordinate this work.

6. No Binding Commitment

This MOU does not obligate either Party to enter into any further agreement, to make any expenditure, to dedicate any resources, or to refrain from pursuing other opportunities, including with third parties. Each Party bears its own costs. No exclusivity, partnership, joint venture, or agency relationship is created. Either Party may discontinue discussions at any time, for any reason, on written notice, without liability.

7. Confidentiality (Binding)

Each Party will keep confidential the non-public information it receives from the other in connection with the Purpose and will use it only to evaluate and pursue the Purpose. This Section is binding and survives termination of this MOU for year(s).

8. Term and Governing Law (Binding)

This MOU takes effect on the Effective Date and continues until unless extended or terminated earlier by either Party. The binding Sections are governed by the laws of the State of TX, without regard to its conflict-of-laws rules. This MOU may be signed in counterparts, including by electronic signature.

Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

 

Name:
Title:
Date: