Business Attributes Document

Business Attributes Document

Parties and Identification

Effective Date:    Entity Type: Corporation LLC Partnership Sole Proprietor

Recitals (WHEREAS)

WHEREAS, Business Name: is engaged in certain commercial activities and maintains information and attributes material to its operations; and

WHEREAS, Counterparty Name: requires documented attributes of the Business to evaluate, contract with, or otherwise engage the Business; and

WHEREAS, the parties desire to set forth certain representations, attributes, and administrative terms governing the exchange and certification of those business attributes.

Scope of Work / Document Purpose

The Business hereby provides the following description of attributes, operations and capacities to the Counterparty for the purpose of evaluation, contracting, compliance, or procurement. The attributes provided constitute factual representations about the Business as of the Effective Date and will be updated as required by Section: Updates and Notice.

Business Attributes — Operational and Financial

Ownership and Management

Compliance, Licensing and Insurance

Does the Business hold material licenses, permits, or certifications required for its operations? Yes No

Payment Terms

Agreed Payment Amount: $

Late Payment Fee:    Collection Costs: prevailing party entitled to recover reasonable costs of collection including attorneys' fees.

Term and Termination

Term Commencement Date:    Termination Date (if any):

Either party may terminate this document for convenience upon written notice to the other party not less than days prior to the effective termination date. Termination for material breach is permitted where the breaching party fails to cure within 30 days of written notice of breach unless a different cure period is expressly agreed in writing.

Confidentiality

"Confidential Information" means non-public business, financial, technical or operational information disclosed in writing, orally, or by inspection that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (a) use Confidential Information solely for the purposes of evaluation or performance under this document, (b) 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 reasonable care, and (c) not disclose Confidential Information to third parties except to its employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this document for a period of years, except with respect to trade secrets where applicable law may require a longer period.

Representations and Warranties

The Business represents and warrants that: (a) it is duly organized and in good standing under applicable law; (b) the attributes and information provided in this document are true and correct to the best of its knowledge as of the Effective Date; and (c) it has all material licenses, consents and approvals required to perform the activities described in the Scope of Work unless otherwise disclosed in writing.

Governing Law

This document shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Venue for any dispute arising under or related to this document shall be the state or federal courts located in the county of the chosen governing state unless the parties mutually agree otherwise in writing.

Updates, Notices and Change Control

The Business shall notify the Counterparty in writing within 10 business days of any material change to the attributes or representations provided herein. Notices shall be delivered to the primary contact information set forth above, or to any other address designated in writing by the receiving party.

Entire Agreement

This document, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this document will be effective unless in writing and signed by authorized representatives of both parties.

Additional Terms

Certifications

By signing below, the authorized representative of each party certifies that they are duly authorized to execute this Business Attributes Document on behalf of the legal entity identified above and that the information provided is accurate and complete to the best of their knowledge as of the Effective Date.

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