Business Company Record

BUSINESS COMPANY RECORD

Company Name:   Record Date:

Company Identification

Formation Date:   Formation Jurisdiction:

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship

RECITALS

WHEREAS, the records set forth in this Business Company Record are maintained to evidence the corporate or organizational status, governing provisions, capitalization and key administrative actions of the company identified above; and

WHEREAS, the company and the authorized representative executing this Record desire to memorialize current organizational details, authority to act, and any concurrent agreement regarding services or deliverables as set forth in this document; and

WHEREAS, the parties intend that this Record shall serve both as an official company record and, where applicable, as a binding agreement between the company and the other contracting party as specified below.

PARTIES

Company Name:

Other Party Name:

SCOPE OF WORK

The parties agree that the work, deliverables, duties and responsibilities to be performed under this Record are stated in the following description. This Scope of Work controls over any inconsistent term in a separate purchase order or other ancillary document unless expressly agreed in writing by both parties.

PAYMENT TERMS

Compensation Amount: $

Late Payment: Interest shall accrue on any overdue amount at a rate of of the outstanding balance, or the maximum rate permitted by law, whichever is less. The defaulting party shall also be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: .   Term Expiration Date: .

Either party may terminate this Record for convenience upon days' prior written notice. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Discloser") and shall not use or disclose such information except as necessary to perform obligations under this Record or as permitted in writing by the Discloser. Confidential information does not include information which (i) was already known to the Recipient without obligation of confidentiality; (ii) is or becomes publicly known through no breach of this Record; (iii) is independently developed by the Recipient; or (iv) is required to be disclosed by law, provided the Recipient gives prompt notice to the Discloser and cooperates in any lawful effort to limit disclosure.

Upon termination or expiration of this Record, the Recipient shall return or destroy the Discloser's confidential materials and certify such return or destruction in writing upon request.

GOVERNING LAW

This Record shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Record.

ENTIRE AGREEMENT

This Record, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CAPITALIZATION AND MANAGEMENT

RESOLUTIONS / ACTIONS ON RECORD

CERTIFICATION

I hereby certify that, to the best of my knowledge, the foregoing statements are true and correct, that the actions and authority described herein were duly adopted and remain in full force and effect, and that the individuals executing this Record on behalf of the party are authorized to do so.

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