Business Determination Document

BUSINESS DETERMINATION DOCUMENT

This Business Determination Document (the Document) is entered into as of Effective Date: by and between Company Name: ("Company") and Determining Party Name: ("Determining Party"). Company Address:

RECITALS

WHEREAS: Company engages in business activities for which a formal determination of business status, classification, or eligibility is required for contracting, regulatory, tax, or internal compliance purposes;

WHEREAS: Determining Party has the authority, expertise and information necessary to make a written determination regarding the business classification, relationship status, and related factual findings as described herein;

WHEREAS: The parties desire to document the scope, process, payment, confidentiality and legal terms governing the determination to be performed by the Determining Party.

SCOPE OF WORK

The Determining Party will conduct a factual review, analyze relevant documents and information provided by Company, render a written determination setting forth factual findings, conclusion(s) and supporting rationale, and deliver the written determination to Company within the Delivery Period specified below.

PAYMENT TERMS

Company shall pay Determining Party the fees set forth below in consideration for the services described in this Document. Fees are exclusive of any applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Document commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Document for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Company of obligations to pay for services performed prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic technical, business, financial, or other proprietary information disclosed by one party to the other in connection with this Document. The recipient shall: (a) not disclose Confidential Information to third parties except to those employees, agents or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (b) use Confidential Information solely for the purposes of performing its obligations under this Document; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care. Confidential Information shall not include information that is or becomes generally available to the public through no wrongful act of the recipient, that was rightfully known to the recipient prior to disclosure, or that is rightfully obtained from a third party without restriction. The obligations in this clause shall survive termination of this Document for a period of two (2) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

DETERMINATION FINDINGS

The Determining Party shall set forth the final determination in writing. The determination may include one or more of the following conclusions as applicable:

Independent Contractor

Employee

Other (describe)

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Document and to perform its obligations hereunder. Company represents that all information provided to the Determining Party for the purpose of the determination is true, accurate and complete to the best of Company's knowledge as of the date of disclosure.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for the resolution of any disputes arising under this Document.

This Document, together with any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification of this Document shall be effective unless in writing and signed by an authorized representative of each party.

CERTIFICATION

The signatories below certify that they are authorized to execute this Document on behalf of their respective parties, that the information provided in connection with the determination is true and complete to the best of their knowledge, and that performance of the obligations set forth herein will conform to the terms of this Document.

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