Business Activity Explanation Form

BUSINESS ACTIVITY EXPLANATION FORM

Recitals

WHEREAS, Provider Name: represents that it conducts business activities set forth in this form and has authority to enter into this Agreement; and

WHEREAS, Recipient Name: requires a written explanation of the Provider's business activities to evaluate compliance, risk, and payment terms; and

NOW, THEREFORE, effective Date: , the parties agree to the following terms and the attached explanation of business activity.

Parties and Contact Information

Individual    Corporation    LLC    Partnership    Other

Scope of Work / Business Activity

Primary Business Activity:

Anticipated Start Date:    Anticipated End Date (if applicable):    Ongoing:

Licenses, Permits and Compliance

Licenses/Permits Obtained:    Licenses/Permits Pending:    Licenses Not Required:

Payment Terms

Agreed Compensation: $    Payment Schedule:

Invoicing Cycle / Terms:    Late Payment Fee:

All fees and payment obligations described herein are binding and payable in accordance with invoicing and applicable law. Late payments will accrue the stated late fee on outstanding balances from the date due until paid in full.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after receipt of written notice. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary, or commercially sensitive information disclosed by one party to the other in connection with this Agreement, whether in written, oral, electronic, or other form.

Obligations: The receiving party shall hold Confidential Information in confidence, shall not disclose it to third parties except to authorized representatives with a need to know, and shall use such information solely to fulfill obligations under this Agreement. The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (a) publicly available through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law, provided the disclosing party is promptly notified to permit a protective order or other remedy.

Representations, Governing Law, Entire Agreement

Each party represents and warrants that it has the full power, authority, and legal right to enter into this Agreement and to perform its obligations hereunder. Each party further represents that the information provided in this form is true, complete, and accurate to the best of its knowledge.

Governing Law State: . This Agreement shall be governed by and construed in accordance with the laws of the stated jurisdiction without regard to its conflict of law principles.

Entire Agreement: This document, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Additional Disclosures and Certifications

Certification: The undersigned certify that the foregoing representations and the information provided on this Business Activity Explanation Form are true, complete, and correct, and that they are authorized to execute this Agreement on behalf of the party for which they sign.

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