Business COF Document

BUSINESS COF DOCUMENT

This Business COF Document ("Agreement") is made effective as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client Name is engaging Provider Name to provide certain services and/or financial confirmation obligations described herein, and Provider Name represents that it has the authority and capacity to perform the services and furnish the confirmation required by Client Name;

WHEREAS, the parties desire to set forth the terms under which Provider Name will provide the Confirmation of Funds or related business deliverables (the "COF Services") to Client Name, subject to the terms and conditions of this Agreement;

WHEREAS, the parties intend that this Agreement allocate risks, responsibilities, payment terms and confidentiality obligations associated with the COF Services.

SCOPE OF WORK

Provider Name shall perform the COF Services as described below. Provider Name shall deliver confirmations, statements, certifications, supporting documentation and any attestations required for Client Name's business transaction or financing, all in accordance with accepted industry practice and the schedule specified in this Agreement.

PAYMENT TERMS

Client Name agrees to pay Provider Name the fees described below in consideration for the COF Services. All payments are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

Each party agrees that it will hold in confidence and will not disclose to any third party any Confidential Information of the other party except as expressly permitted by this Agreement or required by law. "Confidential Information" includes business plans, financial information, client lists, and all proprietary data disclosed in connection with the COF Services.

The receiving party may disclose Confidential Information to employees, contractors or advisors who have a clear need to know and who are bound by confidentiality obligations no less restrictive than those herein. The receiving party shall use at least the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly authorized to enter into this Agreement, that the execution and delivery of this Agreement and the performance hereunder will not violate any agreement to which it is a party, and that the individual signing on its behalf has the requisite authority.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to its conflict of law principles. Venue for any dispute arising under this Agreement shall be exclusively in the courts located within that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses provided below.

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