Business Declarations and Consents

BUSINESS DECLARATIONS AND CONSENTS

This Business Declarations and Consents Agreement (the "Agreement") is made effective as of by and between Declarant Business Name: with principal place of business at , and Recipient Business Name: with principal place of business at .

WHEREAS

WHEREAS, Declarant represents that it is duly organized, validly existing and in good standing under applicable law and has full authority to enter into this Agreement;

WHEREAS, Recipient requires certain declarations and consents from Declarant in order to evaluate, proceed with, or perform the business relationship described herein; and

WHEREAS, the parties wish to set forth the declarations, consents, and related terms that will govern their exchange of information, performance obligations, and payment terms.

SCOPE OF DECLARATIONS AND CONSENTS

DECLARATIONS

By checking the boxes below and signing this Agreement, Declarant expressly represents, warrants, and declares the following to be true and accurate as of the effective date:

Declarant has full corporate or other organizational authority to enter into and perform this Agreement.

Execution and performance of this Agreement does not violate any agreement, law, regulation, or court order applicable to Declarant.

Declarant is in compliance with applicable laws, including those related to taxes, employment, and anti-corruption in jurisdictions where Declarant conducts business.

Declarant is not currently subject to any bankruptcy or insolvency proceeding, and to the best of Declarant’s knowledge no such proceeding is pending or threatened.

CONSENTS

Declarant grants the following consents to Recipient, subject to the terms and limitations set forth in this Agreement:

Consent to receive, store and process Declarant's business information and documentation necessary to evaluate and perform the activities described in the Scope.

Consent to inclusion of Declarant's name and logo in non-confidential public announcements and marketing materials, unless Declarant expressly withholds such consent in writing.

Consent to Recipient's use of subcontractors for performance, provided Recipient remains responsible for subcontractor compliance with confidentiality and applicable obligations.

Consent to reasonable background or credit checks on Declarant or its principals where required by law or contractual necessity.

PAYMENT TERMS

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Unless otherwise agreed in writing, payments not received within thirty (30) days of invoice are delinquent and are subject to the stated late payment charge. Recipient's acceptance of any late payment does not waive any other right or remedy.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the nature of the breach. Termination will not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, and trade secrets.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to instituting litigation.

ENTIRE AGREEMENT; MISCELLANEOUS

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Recipient may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

NOTICES

CERTIFICATION

The undersigned certify under penalty of perjury that they are authorized to execute this Agreement on behalf of the party for which they sign, that the declarations made herein are true and correct to the best of their knowledge, and that they consent to the actions described in this Agreement.

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