Business Declaration Format

BUSINESS DECLARATION FORMAT

Parties and Effective Date

This Business Declaration (this Agreement) is made effective as of by and between:

Recitals

WHEREAS, Declarant represents and warrants that it conducts lawful business operations and possesses the authority to make the declarations and commitments set forth herein; and

WHEREAS, Recipient requires a written declaration of certain facts, obligations, or services from Declarant for the purpose of establishing business terms, regulatory compliance, contractual performance, or procurement; and

WHEREAS, the parties desire to set forth the scope of the declaration, payment terms (if any), confidentiality obligations, and other material terms in writing.

Scope of Declaration

The Declarant hereby declares, represents, and agrees to provide the following description of business activities, services, deliverables, or factual statements to Recipient. The Declaration shall include the facts, supporting documentation, and any certifications described below.

Payment Terms

If compensation is required for the Declaration or associated services, the parties agree to the following payment terms.

Late payments shall accrue a fee of on any overdue amount, plus reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within a reasonable cure period of days after written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, 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 excludes information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was already known to the receiving party without restriction at the time of disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that its execution does not violate any agreement or law applicable to it. Declarant further represents that the facts and documentation provided under this Declaration are true, complete, and accurate to the best of its knowledge and that it will notify Recipient promptly of any material change.

Indemnification and Limitation of Liability

Declarant shall indemnify, defend, and hold harmless Recipient from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from Declarant's breach of its representations, warranties, or obligations under this Agreement, or from any negligent acts or willful misconduct of Declarant. Except for liability arising from fraud, willful misconduct, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, or punitive damages.

Governing Law; Venue

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment; Severability

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No modification, amendment, or waiver shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate by notice. Notices shall be effective upon receipt.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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