Business Circular Document

BUSINESS CIRCULAR DOCUMENT

Circular Reference No.:    Effective Date:

Issued By:

Primary Recipient(s):

Recitals

WHEREAS, the Issuer is engaged in the business of providing products and services described herein and requires the assistance of the Recipient to implement specified actions and communications under the terms of this Circular Document;

WHEREAS, the Recipient has represented that it has the competence, personnel, and authority to perform the Scope of Work set forth below, and the parties desire to set forth the terms and conditions under which such work will be performed and circulated;

WHEREAS, this Circular shall serve both as an authorization to proceed with the described activities and as a binding agreement between the Issuer and Recipient when executed by authorized representatives of both parties.

Scope of Work

Payment Terms

Compensation Amount:

Late Payment Fee:    Interest on Unpaid Amounts:

All payments shall be made in lawful currency of the jurisdiction specified below and are due within the timeframes set forth in the payment schedule. Any withholding or taxes required by applicable law shall be borne by the party required to withhold unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Circular for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

Upon expiration or termination, the Recipient shall deliver to the Issuer all work product, confidential information, and materials arising from performance under this Circular, and the Issuer shall pay any amounts accrued and owing for work performed to the effective date of termination in accordance with the Payment Terms.

Confidentiality

For the purposes of this Circular, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The Recipient agrees to hold Confidential Information in strict confidence and not to disclose such information except to employees, contractors, or agents who have a need to know and who are bound to confidentiality obligations no less protective than those herein.

Confidentiality Term: from the date of disclosure. The foregoing does not apply to information that (a) is or becomes public without breach of this Circular, (b) was known to the recipient prior to disclosure without restriction, (c) is rightfully obtained from a third party without breach, or (d) is independently developed without use of Confidential Information.

Governing Law

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

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Circular and to perform its obligations. The Recipient shall indemnify and hold harmless the Issuer from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from the Recipient's negligence, willful misconduct, or breach of this Circular.

Entire Agreement

This Circular, including all exhibits and schedules attached hereto and any documents 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. No amendment or waiver of any provision of this Circular shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Circular shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

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