Business Background Information

BUSINESS BACKGROUND INFORMATION AND SERVICES AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: requires detailed business background information and related advisory services to evaluate potential engagements and contractual arrangements; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and systems necessary to prepare background reports, provide due diligence, and perform related consulting services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Business Background Information (to be completed by the Client)

Scope of Work

Service Provider shall perform background information, due diligence, reporting and advisory services as described below. The specific deliverables, milestones and acceptance criteria will be as set forth in the Scope of Work field.

Payment Terms

Client agrees to compensate Service Provider in accordance with the following terms.

All fees are exclusive of taxes unless otherwise stated. Client shall reimburse Service Provider for pre-approved, reasonable expenses incurred in performance of the Scope of Work upon presentation of documentation.

Term and Termination

This Agreement commences on Start Date and continues in effect until End Date unless earlier terminated as provided below.

Upon termination, Client shall promptly pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature should survive termination shall survive.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that a reasonable party would understand to be confidential, including proprietary data, financial information, client lists, methodologies, and reports prepared pursuant to this Agreement.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without restrictions; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon written request or upon termination, the Receiving Party shall return or destroy Confidential Information and certify such destruction.

Remedies for breach include injunctive relief and monetary damages. The parties acknowledge that a breach may cause irreparable harm not compensable by money alone; injunctive relief is therefore an appropriate remedy in addition to damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. The parties agree that exclusive venue for any litigation arising out of or relating to this Agreement shall be in the state and federal courts located within that state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any attached schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Representations; Certifications

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Client certifies that the Business Background Information provided in this form is true, complete and accurate to the best of Client's knowledge as of the Effective Date, and that Client will notify Service Provider promptly of any material changes.

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