Annual Business Report List

ANNUAL BUSINESS REPORT LIST

Parties and Identifying Information

Recitals

WHEREAS, the Entity named above is required by its corporate records and internal compliance procedures to assemble and retain an annual compilation of corporate and business governance documents, financial schedules, and statutory filings for the Reporting Year; and

WHEREAS, the Provider identified below has agreed to prepare, compile and deliver the Annual Business Report List containing the items enumerated in the Scope of Work, and to certify completion to the Entity in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective obligations with respect to preparation, delivery, payment and confidentiality of the Annual Business Report List.

Scope of Work

The Provider shall prepare and deliver an Annual Business Report List comprising at minimum the following categories and specific items. The Provider's obligations include collection, verification of completeness, assembly in a single organized report, and certification of delivery to the Entity.

Payment Terms

The Entity shall pay the Provider for services rendered under this Agreement in accordance with the following terms:

All sums due hereunder that are not paid when due shall, at Provider's option, accrue interest and late fees as set forth above, and Provider may suspend delivery of final reports until amounts due are paid in full. Entity shall reimburse Provider for reasonable collection costs, including attorneys' fees, for overdue balances.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated as provided herein, terminates on the End Date below.

Upon termination, Provider shall deliver to Entity all work product prepared to date and Entity shall pay Provider for all services performed and unreimbursed expenses incurred through the effective date of termination, subject to any applicable offsets permitted by this Agreement.

Confidentiality

Provider acknowledges that in the course of performing services under this Agreement it may receive or access confidential, proprietary or privileged information of Entity (Confidential Information). Provider shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) employ reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is publicly available through no breach by Provider or was rightfully known to Provider prior to disclosure.

Upon expiration or termination of this Agreement, Provider shall, at Entity's election, return or securely destroy all Confidential Information and certify such destruction in writing.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflict of laws principles. The Parties agree that monetary damages may be inadequate to remedy a breach of confidentiality and that each Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity.

Entire Agreement; Miscellaneous

This Agreement, including all attachments and written statements of work referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Acknowledgement and Certification

The undersigned certify that they are authorized representatives of their respective Parties and that the information provided in this Annual Business Report List is true and complete to the best of their knowledge. The undersigned further certify that the Provider will maintain records sufficient to substantiate the items reported and will produce such records to Entity upon reasonable request.

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