Business Disclosure Record

BUSINESS DISCLOSURE RECORD

WHEREAS: Disclosing Party declares that it is engaged in lawful business activities and possesses material information, records, and relationships relevant to the services or transaction described herein; and

WHEREAS: Recipient Party requires full, written disclosure of material facts, affiliations, pending or concluded litigation, regulatory actions, and other items identified below to evaluate ongoing or proposed engagements; and

WHEREAS: The parties agree that the disclosures made and the mutual covenants set forth in this Business Disclosure Record will be binding as between the parties and incorporated into any subsequent agreements as provided below.

Parties

Corporation LLC Partnership Sole Proprietor Other

Scope of Work / Purpose of Disclosure

The Disclosing Party provides the following description of the business activities, services, or transaction for which the Recipient Party requires disclosure. This Scope of Work description frames the materiality of disclosures below.

Material Disclosures

Ownership and Affiliates — list all principals owning 10% or more, significant affiliates, and jurisdictions of organization.

Material Contracts — identify contracts or obligations likely to affect performance or decision-making under the Scope of Work.

Litigation or Regulatory Actions — Has the Disclosing Party been a party to litigation or subject to regulatory action in the last five years?

Yes No

Bankruptcy or Insolvency Filings — Has the Disclosing Party filed for bankruptcy or been subject to receivership within the last ten years?

Yes No

Insurance and Financial Capacity — provide summary of material insurance coverage and recent financial condition statements relevant to the Scope of Work.

Conflicts of Interest — disclose any relationships with parties that may present a conflict with the Scope of Work.

Payment Terms

Agreed consideration for services or administrative costs related to disclosures and any related services.

Term and Termination

This Business Disclosure Record becomes effective on the Start Date and remains in force until the End Date or until earlier terminated in accordance with the notice provisions below.

Start Date:    End Date:

Either party may terminate for cause upon written notice specifying the breach and providing the stated notice period to cure. Termination does not affect obligations incurred prior to termination, including payment obligations and confidentiality obligations that survive termination as stated below.

Confidentiality

All non-public information disclosed by Disclosing Party and marked or reasonably understood to be confidential shall be held in confidence by Recipient Party. Recipient Party shall not use confidential information except to evaluate or perform the Scope of Work and shall implement reasonable safeguards to prevent unauthorized disclosure. Confidentiality obligations will survive termination and remain in effect for a period of five (5) years from the date of disclosure, unless a longer period is required by law.

Governing Law

This Business Disclosure Record will be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Entire Agreement

This record, together with any written appendices and properly executed amendments, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

Certifications

The undersigned certify that the information provided in this Business Disclosure Record is true, complete, and accurate to the best of their knowledge as of the dates signed below, and that they are authorized to provide the disclosures and to bind their respective parties.

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