Business DD Document

Business DD Document

This Business Due Diligence and Disclosure Agreement ("Agreement") is made as of Effective Date: by and between Client Name: (Client) and Provider Name: (Provider).

Recitals

WHEREAS, Client is evaluating a potential business transaction or investment involving Provider's business operations, assets and records ("Transaction"), and requires access to information and documents necessary to conduct thorough due diligence;

WHEREAS, Provider agrees to disclose such information to Client for the sole purpose of evaluating the Transaction and both parties desire to define the terms on which information will be provided and protected;

WHEREAS, the parties intend this Agreement to allocate risks, define responsibilities and establish payment terms related to any due diligence services or disclosures.

Parties and Contact Information

Scope of Work

Provider shall make available to Client, and shall permit Client and its authorized representatives to review, the documents, records, data, personnel interviews and other materials reasonably necessary for Client to complete its due diligence in connection with the Transaction. The Scope of Work includes, at minimum, the categories described below and any additional categories reasonably requested in writing.

Payment Terms

In consideration for the services and disclosures under this Agreement, Client shall pay Provider the fees set forth below.

Late payments shall bear interest at the lesser of (a) the rate of per month, calculated monthly, or (b) the maximum rate permitted by law. Provider may suspend further disclosures or access until overdue amounts are remitted.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall terminate on End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice for material breach by the other party that remains uncured after a commercially reasonable cure period, not to exceed 30 days.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non‑public business, financial, technical and other information disclosed by Provider to Client in any form that: (a) is designated as confidential at the time of disclosure; or (b) given the nature of the information or circumstances of disclosure, a reasonable person would understand to be confidential. Client agrees to maintain all Confidential Information in strict confidence, to use it solely for the purpose of evaluating the Transaction, and not to disclose it to any third party except as expressly permitted herein.

Client may disclose Confidential Information to its directors, officers, employees, agents, advisors and financing sources who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Client will be responsible for any breach of this Agreement by such persons.

Unless otherwise agreed in writing, upon termination of this Agreement or upon Provider's written request, Client shall promptly return or destroy all Confidential Information and certify to Provider that such return or destruction has occurred, except that Client may retain one archival copy solely to ensure compliance with legal obligations.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider represents that to the best of its knowledge the materials provided are true and correct in all material respects; however, Client acknowledges that Provider does not make any other express or implied warranty as to the accuracy or completeness of the information provided, and Client's reliance on such information is at Client's sole risk.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against claims, losses or liabilities arising out of its breach of this Agreement or its negligent or willful misconduct. Except for claims of intentional misconduct or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential or punitive damages; aggregate liability shall be limited to the amounts actually paid under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising out of this Agreement.

Entire Agreement; Amendment

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

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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