Business Comments Document

Business Comments Document

Parties

Commenting Party Name:    Title:

Recipient Name:    Title:

Recitals

WHEREAS, the Commenting Party has prepared written comments, recommendations, analyses and related materials concerning the business matter described in this document (collectively, the Comments); and

WHEREAS, the Recipient desires to receive the Comments for consideration in connection with the Recipient's internal business evaluation and the parties intend to set forth the terms under which the Comments will be furnished and used; and

WHEREAS, the parties acknowledge that certain Comments may contain analytical observations, confidential information, or proprietary methodologies and agree to the terms set forth below.

Scope of Work

Business Comments

Payment Terms

The Recipient shall pay the Commenting Party for performance under this document in accordance with the following terms.

Late payments shall incur the greater of the stated late fee or interest as set forth below.

Term and Termination

This document commences on , and continues until , unless earlier terminated in accordance with this section.

Either party may terminate this document for convenience by delivering written notice to the other party at least days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

The parties acknowledge that certain Comments may be Confidential Information. Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information received from the other party, except as required by law or with the prior written consent of the disclosing party. Confidential Information does not include information that is or becomes generally available to the public through no act or failure to act by the receiving party, or information independently developed by the receiving party without use of Confidential Information.

  Comments contain Confidential Information requiring the protections above

Representations and Warranties

The Commenting Party represents and warrants that: (a) it has the right to provide the Comments and any included materials; (b) to the best of its knowledge, the Comments do not infringe third-party intellectual property rights; and (c) the Comments are provided on an "as-is" basis and do not constitute a guarantee of results. The Recipient represents that it will use the Comments only for the purposes set forth in this document.

Governing Law

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

Entire Agreement; Amendments

This document, together with any exhibits and attachments expressly incorporated, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

If any provision of this document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the party waiving performance.

Certification

By signing below, each signatory certifies that they are authorized to execute this document on behalf of the party identified and that the information contained herein is true and accurate to the best of their knowledge. Each party agrees to be bound by the terms set forth above.

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