Business Disclosure Disclaimer

BUSINESS DISCLOSURE DISCLAIMER

Discloser Name:

Discloser Address:

Recipient Name:

Recipient Address:

Effective Date:

RECITALS

WHEREAS, Discloser is engaged in the business of and possesses information, documents, and analyses related to that business which may be non-public and proprietary;

WHEREAS, Recipient desires access to certain information to evaluate potential business dealings, and Discloser is willing to disclose such information subject to the terms and limitations set forth in this Business Disclosure Disclaimer;

WHEREAS, the parties intend by this instrument to describe the scope of disclosures, disclaim liabilities to the extent permitted by law, and establish protections for Confidential Information.

SCOPE OF WORK

PAYMENT TERMS

All payments are due as specified in the Payment Schedule. Recipient acknowledges that any failure to timely pay amounts due may result in suspension of disclosures and recovery of costs, including reasonable collection fees and interest as set forth above.

TERM AND TERMINATION

Term Commencement Date: ; Termination Date: .

Either party may terminate this agreement for material breach if the breaching party fails to cure within the notice period above. Termination does not relieve either party of obligations accrued prior to termination, including payment and confidentiality obligations.

CONFIDENTIALITY

For purposes of this Disclaimer, "Confidential Information" means non-public information disclosed by Discloser to Recipient in any form, whether oral, written, electronic or other, including but not limited to financial data, business plans, customer lists, pricing, proprietary processes, and analyses. Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this agreement by Recipient; (ii) was in Recipient's lawful possession prior to receipt from Discloser as evidenced by written records; (iii) is rightfully received by Recipient from a third party without restriction and without breach of an obligation; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall not disclose Confidential Information to any third party except to Recipient's officers, employees, agents or professional advisors who have a strict need to know and who are bound by obligations of confidentiality no less protective than those contained herein. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Recipient acknowledges that any information provided is for evaluation purposes only and does not constitute an offer, representation, or warranty as to accuracy, completeness, or future performance.

Recipient acknowledges that Discloser is not providing legal, tax, accounting, or investment advice and Recipient should obtain independent professional advice before acting on any disclosed information.

DISCLOSURE DISCLAIMERS AND LIMITATIONS

Discloser provides the disclosed information "AS IS" and expressly disclaims, to the fullest extent permitted by law, all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Discloser shall have no liability for any indirect, incidental, consequential, punitive or special damages, including lost profits, arising out of or relating to the use of or reliance on disclosed information.

Recipient accepts that forward-looking statements, projections, and estimates are necessarily speculative and that actual results may differ materially. Any reliance on such statements is at Recipient's sole risk.

DISCLOSED ITEMS

The following categories of information are specifically identified as potentially disclosed under this Disclaimer (check all that apply):

Financial interests, investments, compensation arrangements

Affiliate or related party relationships

Third-party reports, market data, or analyses provided subject to third-party terms

GOVERNING LAW; JURISDICTION

This Business Disclosure Disclaimer shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any action arising out of or relating to this Disclaimer shall be brought exclusively in the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT

This Disclaimer, together with any executed written schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Disclaimer must be in writing and signed by both parties.

SEVERABILITY; SURVIVAL

If any provision of this Disclaimer is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The obligations of confidentiality, payment, disclaimers of warranty, and limitation of liability shall survive termination of this Disclaimer for the period specified herein or, if no period is specified, for a period of three (3) years following termination.

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