Business Document Extracted Pages

BUSINESS DOCUMENT EXTRACTED PAGES

Client Name:    Provider Name:

Effective Date:    Reference Document Title:

RECITALS

WHEREAS, Client and Provider have previously entered into certain agreements and maintain records that include the document identified above, and Client requires an extract of specified pages for business, compliance, or internal review purposes; and

WHEREAS, Provider has the authority to produce certified extracts of the referenced document and agrees to deliver the extracted pages described in this instrument in accordance with the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, delivery, payment, confidentiality, and governing terms applicable to the production and delivery of the extracted pages.

SCOPE OF WORK

PAYMENT TERMS

Fee for extraction and delivery:

Late payment fee:   Payments are due within days of invoice.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this agreement for convenience upon written notice delivered no fewer than days prior to the intended termination date. Termination for material breach is permitted immediately upon written notice if the breaching party fails to cure within days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that extracts may contain confidential, proprietary, or privileged information. The receiving party shall: (a) hold such information in strict confidence; (b) use it solely for the purposes expressly permitted by this Agreement; (c) limit disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (d) take commercially reasonable measures to prevent unauthorized disclosure. This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Notwithstanding the foregoing, disclosure required by law, subpoena, or government order is permitted only after the receiving party provides prompt written notice to the disclosing party and cooperates in any reasonable lawful efforts to seek a protective order or other confidential treatment.

CERTIFICATION AND WARRANTIES

Provider certifies that, to the best of its knowledge and ability, the pages identified in the List of Extracted Pages are true, accurate, and complete extracts of the referenced document as it existed on the Effective Date. Provider makes no other express warranties and disclaims all implied warranties to the maximum extent permitted by law.

Certified as a true/exact extract: Yes

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. Exclusive jurisdiction and venue for any dispute arising under or related to this Agreement shall lie in the state or federal courts located in that state, subject to the parties' rights to seek injunctive relief as provided herein.

ENTIRE AGREEMENT

This Agreement, together with any attachments and the List of Extracted Pages, 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 of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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