Business Circular

BUSINESS CIRCULAR

This Business Circular (the "Circular") is issued on Effective Date: by Issuer: Address: to Recipient: Address: .

WHEREAS

WHEREAS, Issuer is engaged in the business of providing the services and deliverables described herein and has authority to issue this Circular to communicate binding operational terms to Recipient; and

WHEREAS, Recipient possesses the capacity and resources necessary to perform the Scope of Work set forth in this Circular and agrees to perform such services under the Payment Terms and confidentiality obligations established below; and

WHEREAS, the parties desire to set forth the terms, conditions and administration of the work to be performed by Recipient as an enforceable agreement memorialized by this Circular.

SCOPE OF WORK

Recipient shall perform the services and deliver the materials described below in a professional manner consistent with industry standards. Recipient will provide periodic reports and accept directions from Issuer's designated representative as required to meet project objectives.

PAYMENT TERMS

Issuer shall pay Recipient for satisfactory completion of the Scope of Work in accordance with the following payment schedule and conditions.

Any payment not received within days after the due date shall bear a late fee of per month on the outstanding balance, calculated from the original due date until paid in full. In addition to the late fee, Issuer reserves the right to suspend work pending payment after notice.

TERM AND TERMINATION

This Circular commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Circular for convenience upon providing written notice no fewer than days to the other party. Termination for cause may occur immediately upon written notice if the non‑defaulting party identifies a material breach that remains uncured for a period of thirty (30) days after receipt of notice, or immediately if the breach is not susceptible to cure.

CONFIDENTIALITY

For the purposes of this Circular, "Confidential Information" means all non‑public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes pricing, technical specifications, business plans, financial information and customer lists.

Recipient agrees to: (a) use Confidential Information solely to perform obligations under this Circular; (b) restrict disclosure of Confidential Information to those of its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses with its own similar information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Circular, Recipient shall return or destroy all Confidential Information and certify in writing that such action has been completed, except to the extent retention is required by applicable law or reasonable archival backup policies.

GOVERNING LAW

This Circular shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Circular.

ENTIRE AGREEMENT

This Circular, including all attachments and referenced schedules, constitutes the entire agreement between Issuer and Recipient with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. Any amendment or modification of this Circular must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Circular must be in writing and delivered to the parties at their addresses set forth above (or to such other address as either party may designate in writing) by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested.

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