Business CBDDQ Document

Business CBDDQ Document

Parties and Effective Date

Effective Date: .

WHEREAS

WHEREAS, Client engages Service Provider to perform business-related due diligence, disclosure, and advisory services related to the Client's commercial activities and corporate counterparties; and

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, systems and procedures necessary to conduct investigations, compile findings and prepare reports and recommendations in accordance with accepted industry standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions governing Service Provider's engagement and the handling of Confidential Information disclosed in connection with such engagement.

Scope of Work

Service Provider will perform the services described below. The deliverables, methodology and acceptance criteria are set forth in this section or in attachments incorporated by reference.

Payment Terms

Client will compensate Service Provider for services performed in accordance with the terms below. All fees are payable in United States dollars unless otherwise agreed in writing.

Late Payment: If any undisputed amount remains unpaid beyond the stated due date, Client will pay interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the payment due date until paid in full, and Service Provider may suspend services following ten (10) days' written notice.

Term and Termination

This Agreement commences on the Start Date and will continue until the End Date unless earlier terminated as provided herein.

Start Date: ; End Date: .

Either party may terminate this Agreement for convenience upon providing prior written notice to the other party in accordance with the Notice provisions below. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within the cure period specified below following written notice.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or business information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, in writing or by inspection, including without limitation business plans, financial data, customer lists, due diligence materials, technical information and third-party confidential materials received under confidentiality obligations.

Obligations: Receiving party shall (a) hold Confidential Information in confidence and not disclose it except to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) implement reasonable administrative, technical and physical safeguards to protect Confidential Information from unauthorized access, use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other available remedies.

Representations, Compliance and Data Security

Each party represents and warrants that it has the authority to enter into this Agreement and will perform its obligations in compliance with all applicable laws, regulations and industry standards. Service Provider represents that it will implement commercially reasonable information security measures appropriate to the sensitivity of the Confidential Information.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties agree that they will attempt in good faith to resolve disputes through negotiation, and if unresolved, through mediation prior to initiating litigation.

Entire Agreement; Miscellaneous

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. No amendment or waiver is effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, provided that a party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, subject to written notice.

Severability: If any provision is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

Acknowledgement

Each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the individual signing below is authorized to execute this Agreement on behalf of the party for whom they sign.

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