Business Backgrounds

Business Backgrounds

Recitals

WHEREAS, Client Name: (the "Client") seeks a written background and due-diligence report concerning the business operations, principals, and history of Provider Name: (the "Provider");

WHEREAS, the parties desire that Provider prepare, and Client procure, the Business Backgrounds deliverable described in this Agreement, to be provided on or after Effective Date: , subject to the terms and conditions set forth below.

Business Identification

Background Details

Scope of Work

Provider shall prepare a written Business Backgrounds Report (the "Report") that shall include verification of entity formation, principal backgrounds, key contracts and counterparties, material litigation history, regulatory compliance status, insurance coverage summaries, and any material adverse events discovered in customary due diligence procedures. The Report shall be delivered in electronic format and accompanied by all documentation relied upon.

Payment Terms

Client agrees to pay Provider the fees set forth below in consideration for the Report and related services.

All fees are due in accordance with the Payment Schedule. In the event Client fails to remit any undisputed amount when due, Provider may suspend work until amounts are paid in full. Client shall be responsible for reasonable collection costs and interest on past due amounts as set forth above.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least Notice Period (days): days prior to the effective termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred up to the effective date of termination. Provider shall deliver to Client any completed portions of the Report and all work product for which Provider has been paid.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose the other party's Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes nonpublic business, financial, customer, technical, and personnel information, whether marked confidential or that a reasonable person would understand to be confidential.

The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors only on a need-to-know basis and provided such persons are bound by confidentiality obligations at least as restrictive as those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for Confidentiality Duration (years): years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising from this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements. Any amendment or modification must be in a writing signed by both parties.

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to consult counsel, and that they execute this Agreement with full authority to bind their respective entities.

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