Business Correspondence BMO Letter

BUSINESS CORRESPONDENCE BMO LETTER

Correspondence Header

Agreement Recitals

This Business Correspondence and Agreement (the "Agreement") is entered into by the parties identified below for the purposes set forth herein.

Parties: Sender: (the "Sender") and Recipient: (the "Recipient").

WHEREAS, the Sender and Recipient seek to document the terms under which the Sender will communicate certain business matters and, where applicable, provide services or deliverables described below;

WHEREAS, the parties wish to set forth the scope, payment, confidentiality, and governing law for the correspondence and any associated services in a single binding instrument;

WHEREAS, the parties acknowledge that this Agreement governs the terms of specified correspondence and those business activities expressly referenced in Section "Scope of Work" below.

Scope of Work

Payment Terms

Compensation: The Recipient shall pay the Sender the amount of $ for the services and deliverables described herein.

Late Payment: Overdue amounts shall accrue interest at % per month (or the maximum permitted by applicable law, if lower) computed monthly from the date payment was due until payment is made in full. The Recipient shall also be responsible for reasonable collection costs and attorneys' fees incurred by the Sender in enforcing payment.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, financial, technical, or other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is lawfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, agents, contractors, or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations substantially similar to those in this Agreement. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for any indirect, incidental, special, punitive or consequential damages, including lost profits. The aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to conflicts of law principles. The parties agree to submit to the exclusive jurisdiction and venue of the courts located within the jurisdiction specified below for any dispute arising out of or related to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any written attachments or exhibits signed by both parties, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the header of this correspondence or to such other address as a party may designate in writing from time to time. Delivery may be made by hand, certified mail (return receipt requested), or commercial overnight courier.

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