Business Application Model

Business Application Model

Effective Date:

Applicant Name:   Business Legal Name:

Provider Name:   Provider Contact:

RECITALS

WHEREAS, Applicant seeks to engage Provider to perform certain services and to submit the information required by Provider for evaluation of the business relationship; and

WHEREAS, Provider is willing to consider Applicant's request subject to Provider's acceptance criteria and the terms and conditions set forth in this application and any subsequent agreement; and

WHEREAS, the parties desire to set out the scope of Applicant's requested services, payment terms, confidentiality obligations, and other material terms as part of the application process.

BUSINESS INFORMATION

Corporation    LLC    Partnership    Sole Proprietor

SCOPE OF WORK

Applicant requests Provider to perform services as described below. The parties acknowledge that the description below constitutes the initial scope for evaluation pending Provider acceptance and any subsequent detailed statement of work.

PAYMENT TERMS

Compensation for services will be as follows. Applicant acknowledges that Provider's obligation to commence services is conditioned upon Provider's acceptance of this application and any agreed deposit.

Late Payment: Payments not received within days of the invoice due date shall incur a late fee of per month on the outstanding balance, or the maximum allowed by applicable law, whichever is less.

TERM AND TERMINATION

This application and any resulting agreement will commence on and continue through unless earlier terminated in accordance with this section.

Either party may terminate for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the application process and any subsequent engagement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed in any form. Each party agrees to: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted below; (b) use Confidential Information solely for the purpose of evaluating or performing the services described herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to its employees, agents, or advisors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those set forth herein.

APPLICATION CERTIFICATION

Applicant certifies that the information provided in this application is true, complete, and accurate to the best of Applicant's knowledge. Applicant authorizes Provider to verify any information contained herein and acknowledges that any material misrepresentation may constitute grounds for denial or termination of any relationship and may subject Applicant to liability.

GOVERNING LAW; ENTIRE AGREEMENT

This application and any resulting agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this application shall be resolved in the courts located in that state unless they agree otherwise in writing.

Entire Agreement: This application, together with any exhibits or attachments executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

Notices: All notices required or permitted under this application shall be in writing and delivered to the address provided in the Business Information section or such other address as a party may designate in writing.

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