Business Branch Search

Business Branch Search Agreement

RECITALS

WHEREAS, Client desires to obtain a professional search and report of existing and historical business branch registrations, filings, trade names, and related public records for purposes of corporate compliance, expansion planning, or due diligence; and

WHEREAS, Service Provider represents that it has the expertise and access to public and private databases necessary to perform a Business Branch Search as described in this Agreement, and agrees to perform such services on the terms set forth below; and

WHEREAS, the parties agree that the Effective Date of this Agreement is , .

SCOPE OF WORK

Service Provider shall perform a Business Branch Search (the "Search") limited to the jurisdictions, records and items specified below. The Search will include searches of corporate and business filings, assumed name / DBA records, branch office registrations, foreign qualification filings, and public record indicators of branch presence as available in the specified jurisdictions. The Search does not constitute a legal opinion.

DELIVERABLES AND TURNAROUND

Provider will deliver a written report summarizing findings and attaching copies of source filings where available. Estimated delivery time from Effective Date or receipt of paid retainer is business days, subject to availability of third‑party data.

PAYMENT TERMS

Client shall pay Provider the fees and reimbursable expenses set forth below in consideration of the Search and Deliverables.

Late payments shall bear interest at per month (or the maximum lawful rate if lower), calculated monthly on outstanding balances.

TERM AND TERMINATION

This Agreement commences on the Effective Date set forth above and, unless earlier terminated in accordance with this section, continues until , .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Upon termination, Client shall pay Provider for all work performed and unreimbursed expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees to hold in confidence the other party's Confidential Information and not to use or disclose such information except as necessary to perform under this Agreement or as required by law. "Confidential Information" excludes information that is or becomes publicly available through no wrongful act of the receiving party, already in the receiving party's possession without restriction, or independently developed by the receiving party without reference to the disclosing party's Confidential Information.

LIMITATION OF LIABILITY

Provider will use commercially reasonable efforts to perform the Search, but Client acknowledges that searches are limited by the availability and accuracy of public records and third‑party databases. Provider's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client under this Agreement. In no event shall Provider be liable for indirect, incidental, consequential, punitive or special damages.

COMPLIANCE AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider does not provide legal advice and Client is advised to obtain legal counsel for interpretation or reliance on search results for legal or regulatory compliance.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party may designate by notice to the other.

ADDITIONAL INFORMATION

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