Business Availability Report

BUSINESS AVAILABILITY REPORT AND AGREEMENT

RECITALS

WHEREAS, Business Name: (the "Reporting Party") is engaged in commercial operations and seeks to document operational availability, capacity, dependencies and contingency planning for the business described in this Report; and

WHEREAS, Service Provider: (the "Provider") has the expertise to assess, compile and certify availability information and to commit to the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the preparation and use of the Business Availability Report described below.

BUSINESS IDENTIFICATION

Email:

Corporation    LLC    Partnership    Other:

AVAILABILITY SUMMARY

Reporting Period Start Date:    End Date:

SCOPE OF WORK

The Provider will prepare, certify and deliver a Business Availability Report containing the elements specified below, and will perform reasonable verification, interviews and document review necessary to substantiate the statements contained in the Report. The Report shall specifically address and include: operational status, capacity measures, staffing levels, critical dependencies, supply chain constraints, contingency resources, and recommended mitigation actions.

DEPENDENCIES & CONTINGENCY PLANNING

KEY PERSONNEL

PAYMENT TERMS

Report Fee Amount: $    Payment Schedule:

Late Payment Fee: . Late fees accrue on the unpaid balance beginning 30 days after the invoice date and are compounded monthly to the maximum extent permitted by law.

Expenses: Reimbursable out-of-pocket expenses (travel, third-party verification fees) require prior written authorization and will be invoiced with supporting documentation.

TERM AND TERMINATION

Effective Date: . Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause is permitted where the non‑defaulting party provides written notice and a day cure period and the default is not remedied within such period.

Upon termination, Provider shall deliver all completed portions of the Report and Provider shall be paid for all services performed and reasonable non-cancelable commitments incurred to the date of termination.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each recipient shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its 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. Confidential Information does not include information that is: generally known through no breach of this Agreement, rightfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county in which the Reporting Party's principal place of business is located, in accordance with the then-applicable arbitration rules agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and the delivered Business Availability Report, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations and understandings of the parties. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the execution and performance of this Agreement will not violate any agreement or obligation by which it is bound. The Reporting Party certifies that the information provided for the preparation of the Report is, to the best of its knowledge, true and accurate as of the dates provided.

Authorization to Disclose: The Reporting Party grants the Provider the right to contact identified third parties and vendors for the limited purpose of verifying availability information, provided such contacts are limited to information necessary to prepare the Report.

ACKNOWLEDGMENT

By signing below, the parties acknowledge receipt of this Business Availability Report and Agreement, and certify that they are authorized to bind their respective organizations to the terms contained herein.

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