Business Document Delivery

BUSINESS DOCUMENT DELIVERY AGREEMENT

This Business Document Delivery Agreement (the "Agreement") is entered into by and between Sender Name: and Recipient Name: , effective as of .

Parties and Contact Information

Recitals

WHEREAS, Sender possesses certain corporate, financial and operational documents, records and materials described below that are necessary for Recipient's review, regulatory, transactional or operational purposes;

WHEREAS, Recipient requires delivery of such documents and the parties desire to record the terms under which documents will be delivered, received, retained and protected;

WHEREAS, the parties intend that delivery under this Agreement constitute complete and exclusive documentation of the obligations described herein.

Scope of Work

Description of Documents to be Delivered and Obligations:

Delivery Details

Method(s) of Delivery (check all that apply):

Delivery Date:    Recipient acknowledges receipt:    Acknowledgement Date:

Payment Terms

In consideration for the services and document handling described herein, Recipient will pay Sender as follows:

All payments are due within days of invoice unless otherwise agreed in writing. Payment method:

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 days' prior written notice to the other party. Termination for material breach shall be effective upon days' written notice and failure to cure within the stated cure period.

Confidentiality

Both parties acknowledge that in the course of performance they may receive Confidential Information. For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical or other information that a reasonable person would understand to be confidential. Recipient shall:

• Use Confidential Information solely for the purposes of performing under this Agreement;
• Not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein;
• Return or certify destruction of Confidential Information within days after termination or upon written request; and
• Be subject to exclusions for information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law, in which case prior notice to the disclosing party shall be provided where legally permissible.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for indemnification obligations and liability for gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total amount actually paid under this Agreement in the preceding twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be delivered to the addresses listed above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality obligations and that injunctive relief may be appropriate.

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