Business Action Required Documents

BUSINESS ACTION REQUIRED DOCUMENTS

Parties

Company Name:

Company Address:

Service Provider Name:

Service Provider Address:

Recitals

WHEREAS, Company requires certain business action documents, deliverables and administrative tasks to be prepared, compiled or executed to support its business operations;

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to prepare such documents and to perform related services in accordance with the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Action Documents and Deliverables

The following documents shall be prepared, delivered and executed as part of the Services. Check each that apply and specify the due date where required.

Standard Contracts and Amendments — Due Date:

Corporate Policies and Procedures — Due Date:

Regulatory Filings / Notices — Due Date:

Payment Terms

Compensation for Services rendered under this Agreement shall be as follows.

Deposit (if any):

Invoice Terms: Payment due within days from invoice date. Late payment shall incur a fee equal to % per month after a grace period of days.

Term and Termination

Effective Date: . This Agreement shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Service Provider shall deliver all completed and in-progress work and shall be paid for all undisputed Services performed to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including but not limited to business plans, financial data, pricing, customer lists, and legal documents.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein, and (iii) use Confidential Information solely for the performance of this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) is rightfully known by the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of Confidential Information, or (d) is lawfully obtained from a third party with no restriction on disclosure.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality and that injunctive relief or specific performance may be appropriate in addition to other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement, and that performance of its obligations will not violate any other agreement or legal obligation. Service Provider further warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees paid by Company to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or equity.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

Notices: All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice to the other.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign.

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