Business Activity Blotter

BUSINESS ACTIVITY BLOTTER & AGREEMENT

Blotter Identification

WHEREAS (Recitals)

WHEREAS, Company Name: conducts commercial operations and maintains records of business activities that are material to corporate governance and regulatory reporting; and

WHEREAS, Counterparty Name: will engage with Company in one or more activities documented in this blotter and desires certain business terms, confidentiality and recordkeeping obligations to be established between the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows and further record the day-to-day business activities in this Business Activity Blotter in accordance with the terms of this Agreement.

Scope of Work

Activity Log (Blotter Entries)

The following entries constitute a contemporaneous record of business activity. Each entry shall be completed promptly and accurately by the person preparing this blotter.

Payment Terms

The parties agree that any amounts recorded in this blotter representing payable obligations shall be governed by the payment terms set forth below.

Term and Termination

This Agreement commences on the start date and continues until the end date unless earlier terminated in accordance with the terms below.

Either party may terminate this Agreement for material breach not cured within the notice period specified above, or immediately for cause if required by law or to prevent irreparable harm. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party acknowledges that certain information recorded in this blotter may constitute Confidential Information. Confidential Information shall include non-public business or financial information, trade secrets, customer data, pricing and any other information designated as confidential or that a reasonable person would understand to be confidential.

The receiving party shall 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 a reasonable standard of care. Disclosure is permitted only to employees, advisors or contractors with a need to know and who are bound by obligations at least as restrictive as those in this Agreement.

Governing Law; Dispute Resolution

This Agreement and any dispute arising out of or related to it, including disputes concerning the content or accuracy of this Business Activity Blotter, shall be governed by the laws of the state of , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform the obligations described herein. Each party shall indemnify and hold the other harmless from any losses, liabilities, damages or costs (including reasonable attorney fees) arising from willful misreporting, fraud or material breach of this Agreement by the indemnifying party.

Entire Agreement

This document, together with any appended blotter entries and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to such subject matter. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgement of Accuracy

The person preparing or submitting this blotter certifies that, to the best of their knowledge, the information herein is accurate, complete and recorded contemporaneously with the activities described. Misrepresentation or intentional omission of material facts in this blotter constitutes a breach of this Agreement and may subject the responsible party to disciplinary or legal action.

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