Business Correspondence CICC Letter

Business Correspondence CICC Letter

Date:

Correspondence Parties

Recitals

WHEREAS, the Sender, , is engaged in the business of providing certain professional services and desires to transmit formal correspondence and related deliverables to the Recipient; and

WHEREAS, the Recipient, , has requested the Sender to prepare and deliver the correspondence described herein and to be bound by the terms set forth in this letter;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this correspondence letter, the parties agree as follows:

Scope of Work

The Sender shall prepare, finalize and transmit the business correspondence and any associated exhibits, drafts or annotations as described below. The correspondence shall be prepared in a professional and commercially reasonable manner, consistent with industry standards, and delivered in the format and within the timelines agreed by the parties.

Payment Terms

The Recipient shall pay the Sender for the services and deliverables described above in accordance with the following terms:

All payments are due as specified above. If any payment is not received within the stated period, the Sender may suspend further performance until payment is received; suspension shall not relieve the Recipient of its payment obligations nor of any late fees incurred.

Term and Termination

This correspondence letter shall become effective on the Start Date and shall remain in effect until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this letter for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall be without prejudice to any accrued rights or liabilities of either party.

Confidentiality

For purposes of this letter, "Confidential Information" means all non‑public information disclosed by one party to the other in connection with the subject matter of this correspondence that is 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 is (a) publicly available through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) required to be disclosed by law or court order, provided that the receiving party gives prompt notice and limits disclosure to the extent practicable.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information only for the purposes contemplated by this letter, and (iii) take reasonable steps to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon request, the receiving party shall return or securely destroy Confidential Information and certify such destruction in writing if requested.

Governing Law

This correspondence letter shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties agree that the state and federal courts located within that jurisdiction shall have exclusive venue for any dispute arising out of or relating to this letter.

Entire Agreement

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

Additional Provisions

Each party represents and warrants that it has full power and authority to enter into this correspondence letter and to perform its obligations hereunder. Neither party shall assign its rights or delegate its obligations under this letter without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Notices required or permitted by this correspondence letter shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

Counterparts: This letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic or digital means shall be valid and binding.

IN WITNESS WHEREOF, the parties have executed this Business Correspondence CICC Letter as of the date set forth below.

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