Business Declinations Document

BUSINESS DECLINATIONS DOCUMENT

This Business Declinations Document (the Agreement) is made and entered into as of Decision Date: , by and between Declining Party: with principal address at , and Requesting Party: with principal address at .

WHEREAS

WHEREAS, Requesting Party submitted a proposal, request for services, or business opportunity to Declining Party described generally as the Proposed Engagement; and

WHEREAS, Declining Party, after review and consideration, has determined that it will not accept or proceed with the Proposed Engagement for the reasons set forth herein; and

WHEREAS, the parties wish to document the declination, any associated administrative or financial obligations, and the mutual understandings concerning confidentiality and future contact.

SCOPE OF WORK / DESCRIPTION OF PROPOSED ENGAGEMENT

DECLINATION REASONS

The Declining Party indicates the primary reason(s) for declination by selecting applicable items below and providing any additional details where requested.

Scope or deliverables do not align with Declining Party capabilities

Budget or pricing constraints

Actual or potential conflict of interest

Capacity or scheduling limitations

Other

PAYMENT TERMS

If any payment or administrative fee is due in connection with the declination (for example, reimbursement of costs or retention of deposit), the parties agree as follows:

TERM AND TERMINATION

For purposes of any limited administrative or settlement obligations described herein, the parties agree the relevant term shall commence on: and shall expire on: unless earlier terminated in accordance with this Agreement.

Either party may terminate any remaining administrative obligations on written notice to the other if the party providing notice reasonably determines that performance is impracticable, unlawful, or that the underlying business relationship has been materially altered.

CONFIDENTIALITY

The parties acknowledge that in the course of evaluation and communication they may have exchanged Confidential Information. For purposes of this Agreement, Confidential Information means non-public business information, financial data, technical information, proposals, and other materials clearly designated as confidential or that reasonably should be understood to be confidential.

Each party agrees (a) to use Confidential Information only for purposes of administering any obligations arising from the declination and winding down discussions, (b) to hold Confidential Information in strict confidence, and (c) to return or destroy Confidential Information upon request, except as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any written attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, communications, and understandings, whether oral or written. No modification or waiver of any provision of this Agreement will be effective unless made in writing and signed by both parties.

MISCELLANEOUS

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

The parties acknowledge that this document records the declination and any agreed administrative or financial arrangements related thereto. Signing below constitutes a binding record of the parties' agreement on the matters set forth herein.

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