Business Application and Letter Template

BUSINESS APPLICATION AND LETTER TEMPLATE

Applicant Information

Corporation LLC Partnership Sole Proprietorship Other

Application Details

Application Date:

Agreement Recitals

This Business Application and Letter Template (the Agreement) is entered into as of the date set forth below between Applicant Name: (the "Applicant") and Provider Name: (the "Provider").

WHEREAS, Applicant seeks to obtain certain goods and/or services from Provider and has submitted the foregoing application and representations for Provider's consideration; and

WHEREAS, Provider is willing to consider the application and to provide the described goods and/or services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to reduce their agreement to writing and establish the duties, payment obligations and confidentiality protections governing their relationship.

Scope of Work

Provider shall perform the services and/or supply the products described below in accordance with the terms of this Agreement. The specific scope, deliverables, milestones and acceptance criteria are:

Payment Terms

Compensation for the services and/or goods provided under this Agreement shall be as follows.

Failure to make payments when due shall entitle Provider to suspend performance, charge interest and recover collection costs, including reasonable attorney's fees, to the extent permitted by law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure within 30 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and other information, whether written or oral, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall:

(a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. These obligations shall continue for a period of years following termination or expiration of this Agreement, except for information that is or becomes publicly available other than by a breach of this Agreement or information required to be disclosed by law, in which case the disclosing party shall provide prompt notice where permitted.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that performance of its obligations will not violate any other agreement to which it is bound, and that the signatory executing this Agreement on behalf of such party is duly authorized to do so.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or a party's breach of confidentiality or intellectual property rights, neither party shall be liable for indirect, incidental, special or consequential damages, and the total aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the fees paid by Applicant to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits, attachments and the application information submitted by Applicant which is incorporated herein by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous communications, proposals, representations and agreements, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Certifications

By signing below, Applicant certifies that the information provided in this Application is true, complete and accurate to the best of Applicant's knowledge, and that Applicant has the authority to execute this Agreement. Applicant authorizes Provider to verify any information provided and to obtain credit and reference checks where applicable.

Applicant Authorized Representative Name:

Title:

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