Business Communication IBR Letter

BUSINESS COMMUNICATION IBR LETTER

Date:   Reference No.:

Sender Name:   Sender Address:

Recipient Name:   Recipient Address:

WHEREAS

1. Whereas Sender engages in commercial activities involving business communications, and Recipient offers communication, review, and business-relation advisory services relevant to Interest-Based Resolution ("IBR") processes; and

2. Whereas Sender desires to retain Recipient to provide the services described herein and Recipient is willing to provide such services in accordance with the terms and conditions of this letter agreement (this "Agreement").

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Late Payment: A late fee equal to % per month (or the maximum permitted by law, if lower) shall be applied to any overdue amount not paid within days after invoice date. In addition, Recipient may suspend services for amounts overdue beyond 45 days following written notice.

TERM AND TERMINATION

Effective Date: .

Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may immediately terminate this Agreement for material breach by the other party if such breach remains uncured for a period of 15 days after receipt of written notice specifying the breach. Termination shall not relieve Sender of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, or other information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees: (a) to hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not to disclose Confidential Information to any third party except to its employees, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) not to use Confidential Information except for the purpose of performing obligations under this Agreement. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, proposals and representations. No modification, amendment, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

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