Business Company Description

Business Company Description and General Business Agreement

Company Identification

Business Overview

Parties and Recitals

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, Client desires a written description of the Service Provider's business, capabilities and related representations to evaluate a potential commercial relationship; and

WHEREAS, Service Provider represents that the Company Information provided in this document is accurate to the best of its knowledge and that Service Provider has authority to disclose the information herein for the purposes described; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and governing law applicable to the use of the company description and related services contemplated by this Agreement.

Scope of Work

Service Provider shall deliver the Company Description and any ancillary materials, and shall perform the services as described below. The deliverables will include factual company information, organizational details, and supporting documentation as requested by Client within the agreed schedule.

Payment Terms

Client shall pay Service Provider for the services described in this Agreement in accordance with the following terms.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

The parties acknowledge that in the course of performing under this Agreement each may disclose Confidential Information. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with the disclosing party to seek a protective order or other remedy.

Upon termination or expiration of this Agreement, the receiving party shall, at the disclosing party's option, return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by law or reasonable record retention policies.

Representations and Warranties

Service Provider represents that the Company Description provided herein is true, correct and complete as of the Effective Date to the best of Service Provider's knowledge, and that no material information has been omitted which would render the disclosed information misleading. Client acknowledges that Service Provider's representations do not constitute a warranty as to future performance or outcomes.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party will be liable to the other for consequential, incidental, special, or punitive damages arising out of or related to this Agreement. The parties' aggregate liability for direct damages arising from this Agreement will not exceed the total fees paid by Client to Service Provider under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement will be resolved by binding arbitration in the chosen jurisdiction unless both parties agree in writing to litigate.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in the event of a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, together with any attachments, exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

Acknowledgement

Each party acknowledges that it has read this Agreement, understands its terms, and accepts its obligations. The individuals signing below represent and warrant that they have the authority to bind the party on whose behalf they sign.

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