Business Detail Document

BUSINESS DETAIL DOCUMENT

This Business Detail Document (the Agreement) is entered into as of , by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider to furnish certain services and business information as set forth herein and Provider has the experience, personnel, and resources necessary to provide such services and information in accordance with the terms of this Agreement;

WHEREAS, Client requires detailed business information, representations, and disclosures that will enable Client to evaluate and rely upon Provider's business capabilities for the purposes described in the Scope of Work; and

WHEREAS, the parties desire to record the terms and conditions on which Provider will disclose business details to Client and the parties agree to be bound by the covenants set forth below.

BUSINESS DETAILS

SCOPE OF WORK

Provider shall perform and deliver the business information, documentation, and services described below. Provider represents that it will perform such services in a professional manner consistent with industry standards and applicable law.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services and business details provided. All payments are due in U.S. Dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on , (Start Date) and shall continue until , (End Date), unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for a period of 15 days following written notice of default, or immediately in the event of insolvency or bankruptcy of the other party.

CONFIDENTIALITY

"Confidential Information" means all nonpublic, proprietary or business information disclosed by one party to the other, whether in written, oral, electronic or other form. The receiving party will: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is already known to the receiving party without restriction at the time of disclosure; (iii) is lawfully obtained from a third party having the right to disclose it; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except as may otherwise be required by law, provided that the receiving party gives prompt notice to the disclosing party of any legally compelled disclosure and cooperates in any reasonable effort to seek protective treatment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its choice-of-law rules. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that State, subject to the parties' right to seek injunctive relief in any competent jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

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

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate or business power and authority to enter into and perform this Agreement; (b) execution and performance of this Agreement have been duly authorized by all necessary corporate or business action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

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