Business Context CTR Form

BUSINESS CONTEXT CTR FORM

This Business Context CTR Form (the Agreement) documents the material business context, commercial terms and certifications relating to the transactions and services described below. The parties execute this Agreement as of the Effective Date set forth in the recitals.

RECITALS

WHEREAS, Client Name: is engaging Service Provider Name: to provide services and reporting described herein; and

WHEREAS, the parties wish to set forth the business context, transaction reporting requirements, and certifications relevant to the CTR obligations and related commercial arrangements effective as of Effective Date: .

WHEREAS, the parties agree that accurate description of business context, roles and responsibilities materially informs compliance and reporting obligations and the parties' respective liabilities.

CTR CONTEXT DETAILS

SCOPE OF WORK

The Service Provider will perform the following services and deliverables in connection with the business context and CTR-related activities:

Deliverables, timelines, and acceptance criteria must be documented in writing and approved by Client prior to performance where specified in the Scope of Work.

PAYMENT TERMS

Late Payment: Amounts not paid when due shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. In addition to interest, the non-defaulting party may charge reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party in connection with this Agreement, whether oral, written or electronic, including business plans, transaction details, customer identities, internal analyses, and technical data.

Obligations: The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely for performance hereunder; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know and subject to confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence (a) was or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; or (c) is rightfully obtained from a third party without confidentiality obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive venue for disputes shall be located in:

ENTIRE AGREEMENT

This Agreement, including all attachments and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS AND ACKNOWLEDGMENTS

The undersigned certify that the information provided in this Business Context CTR Form is true, complete and accurate to the best of their knowledge, and that they are authorized to bind the party on whose behalf they sign. The parties further acknowledge that intentional misstatement or omission of material information may expose the responsible party to contractual liability.

I acknowledge and certify the foregoing.

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