Business Disclosures Template

BUSINESS DISCLOSURES TEMPLATE

This Business Disclosures Agreement (the Agreement) is entered into as of by and between Company Name: with principal place of business at and Recipient Name: .

WHEREAS

WHEREAS, the Company possesses certain business records, representations and material information relevant to potential commercial dealings between the parties (the Disclosures); and

WHEREAS, the Recipient requires access to these Disclosures to evaluate, negotiate and document a potential transaction or ongoing commercial relationship, and the Company is willing to provide such information subject to the terms and protections in this Agreement; and

WHEREAS, the parties intend that the scope, limitations and consequences of those Disclosures be set forth in a written agreement executed by both parties.

SCOPE OF WORK / DISCLOSURES

The Company will furnish the Disclosures described above solely for the Recipient's internal evaluation and limited use in connection with the potential business relationship. The Recipient shall not use the Disclosures for any competitive purpose, nor shall it disclose the Disclosures to third parties except as permitted herein.

PAYMENT TERMS

If any payment due under this Agreement is not received within days after the due date, interest shall accrue at or a flat fee of , whichever is greater.

TERM AND TERMINATION

This Agreement commences on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within days after written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by the Company to the Recipient, whether marked confidential or not, including but not limited to business plans, financial statements, contracts, customer lists, trade secrets, technical data and other proprietary information. The Recipient agrees:

1. To hold Confidential Information in strict confidence and to use it solely for the permitted evaluation and limited purposes set forth in the Scope of Work;
2. Not to disclose Confidential Information to any third party except to its employees, advisors or contractors who have a legitimate need to know and who are bound by obligations of confidentiality at least as protective as those herein;
3. To take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure; and
4. To promptly notify the Company in writing of any unauthorized disclosure or use of Confidential Information and to cooperate in any remedial actions reasonably requested by the Company.

Financial statements and schedule of liabilities
Material contracts and third-party agreements
Litigation, claims and regulatory matters
Intellectual property and licensing matters

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that, to the best of its knowledge, the Disclosures provided are true and accurate in all material respects as of the date provided, except as expressly noted in writing. The Recipient acknowledges that the Company does not warrant the completeness or fitness of the Disclosures for any particular purpose beyond the limited evaluation described herein.

GOVERNING LAW; REMEDIES

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree that monetary damages may be inadequate to remedy an actual or threatened breach of confidentiality and that the Company shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

ENTIRE AGREEMENT; MODIFICATION

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

CERTIFICATION

The undersigned certify that they are authorized representatives of their respective parties, that the disclosures made pursuant to this Agreement are true and complete to the best of their knowledge, and that they will comply with the terms of this Agreement.

I certify that the disclosures made under this Agreement are accurate and complete to the best of my knowledge.

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