Business Confirmation Form

BUSINESS CONFIRMATION FORM

RECITALS

WHEREAS, Client Name: , through its authorized representative, desires to engage certain commercial services as described below; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and capacity to perform the services described in this confirmation; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties confirm the terms of their engagement as set forth in this Business Confirmation Form effective as of Effective Date: .

PARTIES AND CONTACTS

SCOPE OF WORK

The Service Provider shall perform the services, deliverables, and milestones described below in a professional and timely manner consistent with industry standards.

PAYMENT TERMS

Client shall pay the Service Provider the fees and reimburse expenses as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed invoices are due and payable within the payment period specified above. If Client disputes any portion of an invoice, Client shall notify Service Provider in writing within fifteen (15) days of receipt; disputed amounts shall not delay payment of undisputed amounts. Late payments shall accrue the Late Payment Fee above and the Service Provider may suspend services after ten (10) days' written notice for nonpayment.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party upon written notice if the breaching party fails to cure the breach within the cure period set forth in the termination notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and reimbursable expenses.

CONFIDENTIALITY

Each party (the "Recipient") agrees that it shall: (i) hold Confidential Information of the other party (the "Discloser") in strict confidence using no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are subject to confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is: (a) known to the Recipient without restriction at the time of disclosure; (b) publicly available other than by breach of this Agreement; (c) rightfully received from a third party without breach; or (d) independently developed without use of the Discloser's Confidential Information. The confidentiality obligations set forth herein shall survive termination of this Agreement for Confidentiality Period (years): years.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Business Confirmation Form, including any exhibits or attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous communications, proposals, and agreements, whether oral or written. No amendment shall be binding unless reduced to writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENT

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement, that the individual signing on its behalf is duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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