Approval Document

APPROVAL DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Requesting Party has submitted a written request identified as Request Reference: for the goods, services, or approval described below; and

WHEREAS, Approving Party has reviewed the submission, its supporting documentation, and the proposed scope titled: ;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work / Approval

Approval is granted with an expenditure limit of USD unless otherwise amended in writing by Approving Party.

Payment Terms

Payment Amount:

Late Payment Fee: % per month or part thereof, with a minimum late fee of USD. Accrued late fees are payable on demand and compound monthly.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Approval Document for convenience by delivering written notice to the other party at least days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within 15 days after receipt of written notice.

Confidentiality

Each party acknowledges that in the course of performance one party may receive Confidential Information of the other. "Confidential Information" means non-public business information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall (a) use Confidential Information solely for purposes of performing its obligations under this Approval Document; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as required by law or with prior written consent of the disclosing party.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, was rightfully in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Governing Law

The validity, interpretation, and performance of this Approval Document shall be governed by the laws of the state specified above without regard to its conflicts of law rules. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located within that state for resolution of any dispute arising out of or relating to this Approval Document.

Entire Agreement

This Approval Document, together with any attachments or documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Approvals and Certifications

The undersigned representatives certify that they are duly authorized to execute this Approval Document on behalf of their respective parties and that the information provided is true, complete, and accurate to the best of their knowledge.

Approval Type: Unconditional Conditional

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