This Term Sheet is a non-binding document outlining the preliminary intentions of two parties to negotiate a final, binding agreement known as the Definitive Agreement. Its primary use is to guide negotiations without creating a legal obligation, except for the confidentiality clause, which is binding. The confidentiality section obligates both parties to protect and refrain from disclosing each other's confidential information. The Term Sheet serves as a framework for discussions and does not preclude the inclusion of additional terms in the subsequent Definitive Agreement.