Business DMR Update

BUSINESS DMR UPDATE

Parties and Identification

DMR Record Identifier:   Effective Date:

Recitals

WHEREAS, Client maintains business records and data management records identified as the DMR Record, and requires an update to ensure accuracy, completeness, and regulatory or contractual compliance;

WHEREAS, Service Provider is engaged in data management, record maintenance, and business reporting services and represents that it has the expertise and resources necessary to perform the Business DMR Update described herein;

WHEREAS, the parties desire to set forth the terms by which Service Provider will perform the update to the DMR Record and the parties’ respective rights and obligations with respect to such work.

Scope of Work

Deliverables to be provided by Service Provider include a written summary of changes, an updated DMR file in the agreed format, and any reconciliation schedules required by Client. Acceptance of deliverables will occur upon Client’s written confirmation that the DMR Update meets the agreed acceptance criteria.

Payment Terms

Late payments shall incur a late fee equal to per month on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider in recovering overdue amounts.

Term and Termination

Term Commencement Date: . Expected Completion/End Date: .

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 immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public business, technical, financial, or operational information disclosed by one party to the other in connection with the DMR Update. Recipient shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as permitted below, and shall use it solely to perform its obligations under this Agreement.

Permitted disclosures include disclosures to Recipient’s employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; disclosures required by law or valid legal process provided Recipient gives prompt written notice and cooperates with any reasonable attempt to obtain protective measures; and information that becomes publicly available through no fault of Recipient.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct, or breach of its representations and warranties under this Agreement. Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, neither party’s aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees actually paid to Service Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the DMR Update and supersedes all prior or contemporaneous written or oral agreements, understandings, and negotiations. No amendment, modification, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Representations; Remedies; Miscellaneous

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The remedies provided in this Agreement are cumulative and in addition to any remedies available at law or in equity. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Administrative Details

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