Business Awareness Briefing

BUSINESS AWARENESS BRIEFING

Briefing Provider Name:   Recipient Name:

RECITALS

WHEREAS, the Briefing Provider is engaged in the business of advising and documenting material aspects of the Provider's business operations, risk profile, compliance obligations, and data handling practices for the purpose of creating an awareness record;

WHEREAS, the Recipient desires to receive and document a formal Business Awareness Briefing and to acknowledge the matters addressed in this briefing as of the Effective Date set forth below; and

WHEREAS, the parties wish to set forth the scope, terms of payment, confidentiality obligations, and other terms governing the delivery and acknowledgement of the briefing.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

The Briefing Provider will prepare and deliver a written Business Awareness Briefing that documents material elements of the Provider's business operations and that identifies areas requiring Recipient attention. The briefing will include, at minimum, the topics checked below and any additional matters described in the text area.

PAYMENT TERMS

The Recipient shall pay the Briefing Provider the fees specified below in consideration for preparation and delivery of the briefing. All amounts are due in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the services described in the Scope of Work or until the End Date, whichever occurs first, unless earlier terminated in accordance with this section.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party disclosed in connection with this briefing, except (i) as required by law or regulation, or (ii) to that party's affiliates, legal counsel, accountants and professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than provided herein. Confidential Information includes non-public financial information, customer lists, technical processes, data handling procedures, and other proprietary business information.

ACKNOWLEDGEMENTS

The Recipient acknowledges receipt of the briefing materials identified above and confirms that the Recipient has had the opportunity to ask questions and obtain clarifications from the Briefing Provider. The Recipient further acknowledges that the briefing is informational and does not constitute legal, tax, or regulatory advice unless expressly stated in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments and the final briefing document delivered pursuant to the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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