Business Background Document

BUSINESS BACKGROUND DOCUMENT

This Business Background Document (the "Agreement") is entered into by and between Client Name: and Provider Name: . Effective Date: Month Day Year .

WHEREAS

WHEREAS, Client seeks to obtain a detailed, written background and profile describing Provider's business operations, ownership, financial posture and regulatory standing for the purpose of evaluating a commercial relationship; and

WHEREAS, Provider is willing to disclose the information described in this Agreement and to certify the accuracy of such information to Client for the limited purposes set forth herein, subject to the confidentiality obligations contained in this Agreement; and

WHEREAS, the Parties desire to set forth their respective obligations regarding the provision, use and protection of business background information and to memorialize certain commercial terms related to prospective services or transactions.

BUSINESS PROFILE

Formation Date: Month Day Year .

OWNERSHIP AND MANAGEMENT

SCOPE OF WORK

The Parties anticipate that Provider will perform the following services or deliverables. Provider shall describe current operations, principal activities and any proposed services to be provided under any subsequent commercial agreement.

PAYMENT TERMS

If and to the extent payment obligations arise from work under this Agreement or subsequent order, the Parties agree as follows:

Late Payment: If any undisputed amount remains unpaid beyond the due date, Provider shall be entitled to interest at the rate of on the unpaid balance, together with costs of collection. All amounts are exclusive of taxes unless otherwise stated; taxes due by law are the responsibility of the party required to remit such taxes.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: Month Day Year and continues until End Date: Month Day Year unless earlier terminated in accordance with this Section.

Termination: Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches any obligation and fails to cure within days after receipt of notice. Either Party may terminate without cause upon days' prior written notice. Termination does not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical and other information expressly designated by a Party as confidential or which, by its nature, ought reasonably to be treated as confidential. Provider will make available Confidential Information to Client solely for the evaluation and performance of the contemplated business relationship.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except as necessary for the permitted purposes; and (c) not disclose Confidential Information to third parties except to those of Recipient's employees, advisors or affiliates with a strict need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall continue for a period of years following disclosure or termination of this Agreement.

Exceptions: Confidential Information does not include information that is (i) publicly available through no breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) developed independently by Recipient; or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided Recipient gives prompt notice to disclosing Party when permitted and cooperates to seek protective treatment.

USE AND RETENTION OF BACKGROUND INFORMATION

Provider represents and warrants that all background information and documentation provided to Client in connection with this Agreement will be true, accurate and complete to the best of Provider's knowledge as of the date provided. Provider agrees to notify Client promptly of any material change to such information. Provider authorizes Client to rely upon the representations set forth in this Agreement for purposes of assessing Provider's suitability for the contemplated relationship.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The Parties shall first attempt in good faith to resolve disputes by negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration in the agreed forum unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, agreements and communications, written or oral. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS; CERTIFICATION

Each Party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that the person signing on its behalf is authorized to execute and bind such Party.

Provider certifies that the information provided in this Business Background Document is complete, accurate and not misleading in any material respect as of the date signed below.

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