Business Context BCCM Disclosure

Business Context BCCM Disclosure

This Business Context BCCM Disclosure (the "Disclosure") is entered into by the parties identified below to record and disclose material business context, commercial considerations, conflicts, and materials relevant to the provision of services or exchange of information contemplated by the parties.

Parties and Contact Information

Recitals

WHEREAS, Client and Service Provider are evaluating or have entered into commercial dealings under which the exchange of business context, commercial considerations, confidential materials, third-party materials, or other sensitive information may occur; and

WHEREAS, the parties wish to record material factors relevant to the business context, conflicts of interest, and restrictions on use or disclosure of commercial materials, including any pre-existing contractual or third-party restrictions, so that those factors are considered in negotiation, performance and compliance; and

WHEREAS, the parties intend for this Disclosure to inform the Scope of Work and Payment Terms and to be incorporated into any subsequent agreement where appropriate;

Business Context BCCM Disclosure Statement

The party providing information below (the "Discloser") represents and warrants that the statements set forth in this Disclosure are true and accurate to the best of its knowledge as of the Effective Date. Discloser shall promptly amend this Disclosure if material facts change.

Indicate whether any of the following apply to the Discloser's business context or materials:

Existing or potential conflicts of interest (describe below)

Materials subject to third-party rights, licenses, or restrictions (identify below)

No known contractual restrictions, encumbrances or conflicts affecting the disclosed materials

Scope of Work

The parties anticipate that work will be performed consistent with the business context and disclosures above. Describe the anticipated scope of services, deliverables, and milestones below.

Payment Terms

The parties agree that any fees payable in connection with services or deliverables arising from this Disclosure shall be governed by the payment terms set forth below unless superseded by a subsequently executed agreement.

Term and Termination

This Disclosure is effective as of the Effective Date and shall remain in effect for the period set forth below unless earlier terminated in accordance with this section.

Effective Date:     Term End Date:

Either party may terminate this Disclosure for material breach by the other party if such breach is not cured within the notice period stated above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations.

Confidentiality

All non-public information exchanged in connection with the business context, materials and commercial considerations disclosed herein shall be treated as Confidential Information. The receiving party shall not disclose, use, copy or permit access to Confidential Information except as necessary to perform obligations under any resulting agreement and only to those employees, agents or contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein.

Upon termination or at the Discloser's written request, the receiving party shall return or securely destroy all Confidential Information within days, and confirm in writing that such return or destruction has been completed, except to the extent retention is required by law.

Representations and Warranties

Each party represents and warrants that it has the legal right and authority to disclose the information provided in this Disclosure and that, to the best of its knowledge, such disclosure does not violate any contractual obligation or applicable law. The Discloser does not represent that the disclosed information is complete; the receiving party is responsible for its own due diligence.

Governing Law

This Disclosure shall be governed by and construed in accordance with the laws of the state or jurisdiction set forth below, without regard to conflict of law principles.

Entire Agreement

This Disclosure constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior oral or written communications regarding the disclosed business context, BCCM items and related considerations. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Acknowledgment and Certification

By signing below, each party certifies that the information provided in this Disclosure is true and accurate to the best of its knowledge, that it understands its obligations with respect to confidentiality and third-party restrictions, and that it has authority to execute this Disclosure on behalf of the identified party.

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