Business Deem Document

Business Deem Document

This Business Deem Document (the Agreement) is entered into as of by and between:

Deeming Party:

Receiving Party:

Recitals

WHEREAS, Deeming Party is engaged in the business of providing determinations, certifications, internal assessments and formal statements of status or condition in respect of certain business matters, assets, processes, or relationships; and

WHEREAS, Receiving Party desires that Deeming Party make one or more formal determinations to treat, classify or deem specified business items, activities, or statuses for the Receiving Party's internal or transactional purposes, and Deeming Party is willing to perform such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Deeming Party shall perform the following services (the Services): prepare and deliver written determinations, certifications, or formal statements that a specified business matter shall be deemed to have a particular status for the Receiving Party's internal, contractual, regulatory or reporting purposes, as detailed below.

Payment Terms

All sums payable under this Agreement are exclusive of any taxes, duties or charges which shall be the responsibility of the party required to pay same. Invoices are due in accordance with the Payment Schedule; unpaid amounts shall accrue the Late Payment Fee specified above until paid in full. Receiving Party shall be responsible for collection costs and reasonable attorneys' fees incurred by Deeming Party in enforcing payment.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach of this Agreement if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Receiving Party of its obligation to pay for Services performed and reasonable expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form 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. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations set forth in this Section shall not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, court order or governmental authority, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy Confidential Information of the other party and, upon request, certify destruction in writing. Remedies at law for breach of this Section may be inadequate; accordingly, the non-breaching party shall be entitled to injunctive relief in addition to other remedies.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant under this Agreement, or from the negligence or willful misconduct of the Indemnifying Party in connection with performance of the Services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

Entire Agreement

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

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the respective party at the address set forth below (or to such other address that such party may designate by notice to the other party).

Miscellaneous Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other breach. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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