Business Data File

BUSINESS DATA FILE

Parties and Recitals

This Business Data File (the "Agreement") is made effective as of by and between (hereinafter "Provider") and (hereinafter "Client").

WHEREAS, Provider collects, organizes, and maintains business operational data and related documentation that is necessary for Client's corporate recordkeeping, compliance, and operational planning; and

WHEREAS, Client desires Provider to prepare and maintain a Business Data File containing the items and entries set forth in this Agreement in accordance with the terms and conditions below.

Business Identification

Scope of Work

Provider shall assemble, verify and maintain the Business Data File which shall include, at minimum, the following categories of information: corporate formation documents, governing agreements, current officers and directors or managers, licenses and permits, tax registrations, material contracts, key vendor and customer listings, insurance certificates, financial institution relationships, and an index of location and custody for original documents. Provider's responsibilities shall also include reasonable efforts to ensure accuracy of entries at the time of collection and to deliver an index of items to Client upon request.

Payment Terms

Client shall pay Provider the compensation described below in exchange for Provider's services and maintenance of the Business Data File. Unless otherwise agreed in writing, fees are non-refundable and exclusive of applicable taxes.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Client of liability for fees earned or costs incurred through the effective date of termination, nor shall it relieve Provider of obligations with respect to the return or disposition of Client materials and confidential information as set forth herein.

Confidentiality

Provider shall maintain all non-public business information, documents, records, and data provided by Client or collected on Client's behalf as Confidential Information. Provider will not disclose Confidential Information to any third party except as required by law or as necessary to perform the services, and then only under a written confidentiality obligation no less protective than this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available other than by a breach of this Agreement; (b) was rightfully in Provider's possession prior to disclosure by Client and not subject to a separate confidentiality obligation; or (c) is independently developed by Provider without use of or reference to Client Confidential Information.

Data Custody and Return

Upon termination or expiration of this Agreement, Provider shall return to Client or, at Client's direction, securely destroy Client originals and copies of Confidential Information and provide a written certification of return or destruction within thirty (30) days. Provider may retain one archival copy solely for compliance or recordkeeping purposes subject to the continuing confidentiality obligations of this Agreement.

Governing Law; Dispute Resolution

This Agreement 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 any dispute arising out of or relating to this Agreement shall be resolved by the courts located within that State, and each party consents to personal jurisdiction and venue in such courts.

Representations; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Client shall indemnify, defend and hold Provider harmless from and against any claims, liabilities, losses, costs or expenses (including reasonable attorney fees) arising out of Client's breach of representations, provision of inaccurate data, or Client's failure to obtain required rights to share third-party materials with Provider.

Entire Agreement; Amendments

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire 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. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Data Security and Backup

Provider will implement commercially reasonable administrative, technical and physical safeguards designed to protect the confidentiality and integrity of Client Data. Provider shall maintain regular backups of the Business Data File. However, Provider's backup and restoration obligations are limited to Provider-controlled systems and do not extend to Client-managed systems or third-party services except as explicitly stated in a written addendum.

Acknowledgment and Certification

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign, and that the information provided within this Business Data File is true, accurate and complete to the best of their knowledge as of the Effective Date.

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