Business CIM Template

BUSINESS CIM SERVICES AGREEMENT

This Business Confidential Information Memorandum Services Agreement ("Agreement") is made as of Effective Date: by and between Client Name: (the "Client") and Advisor Name: (the "Advisor").

RECITALS

WHEREAS, the Client seeks to prepare and distribute a Confidential Information Memorandum ("CIM") describing the Client's business operations, financial condition and transaction objectives to prospective investors or purchasers in connection with a potential sale, investment, or strategic transaction; and

WHEREAS, the Advisor has the expertise and resources to prepare the CIM, conduct limited diligence, and deliver marketing materials and advisory services as further described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to preparation, delivery, confidentiality and payment for such services.

1. SCOPE OF WORK

The Advisor shall prepare the CIM and related materials, which shall include financial summaries, management biographies, market overview and transaction thesis as reasonably required. The Advisor will coordinate with Client personnel to obtain information, prepare drafts, respond to reasonable requests for clarification from prospective parties, and make commercially reasonable efforts to finalize materials within the delivery schedule set forth below.

2. PAYMENT TERMS

As consideration for the Services, the Client shall pay the Advisor fees as set forth below. All fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated. Payments not made when due shall bear interest and may give rise to additional remedies as described herein.

If payment is not received within days of the applicable due date, the Advisor may suspend performance until payment is made, without prejudice to other remedies.

3. TERM AND TERMINATION

Term Start Date: . Term End Date: , unless earlier terminated pursuant to this Agreement.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach that remains uncured after 15 days' written notice (or immediately if the breach is not curable).

Upon termination, the Client shall promptly pay the Advisor for all services performed and documented expenses incurred through the effective date of termination and for any non-cancellable commitments made in connection with performance.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party in connection with the Services, whether oral, written or electronic, including the CIM, financial statements, customer lists, pricing, trade secrets and transaction terms, but excludes information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was already in the Receiving Party's legitimate possession without restriction prior to disclosure; (iii) is obtained from a third party without breach of an obligation; or (iv) is independently developed by the Receiving Party without use of Confidential Information.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely for purposes of performing under this Agreement; and (c) restrict access to Confidential Information to employees, advisors or permitted third parties who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Required Disclosures: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (to the extent legally permissible) to permit the Disclosing Party to seek protective measures. The Receiving Party shall only disclose that portion which is legally required and shall cooperate with the Disclosing Party's efforts to limit disclosure.

Return or Destruction: Upon termination or upon written request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that such return or destruction has been completed, except that one archival copy may be retained to ensure compliance with obligations hereunder.

Remedies: The parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that performance will not violate any agreement with a third party, and that the information it provides to the other party will not knowingly infringe any third party's intellectual property rights.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt notice of any claim and cooperate in the defense.

7. 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 laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Independent Contractor: The Advisor is an independent contractor and not an employee, partner or agent of the Client. Nothing in this Agreement grants the Advisor authority to bind the Client. Notices: Notices shall be in writing and delivered to the addresses provided by the parties. Severability: If any provision is held unenforceable, the remainder shall remain in effect.

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