Business Document Outstanding Paperwork

BUSINESS DOCUMENT OUTSTANDING PAPERWORK

This General Business Agreement (the Agreement) is entered into by and between Client Name: and Service Provider: (each a Party and collectively the Parties) as of the Effective Date: .

WHEREAS

WHEREAS, Client requires certain corporate and operational documents to be prepared, updated or produced to permit Client to maintain regulatory, contractual and financial standing; and

WHEREAS, Service Provider has the skill and capacity to collect, prepare and deliver the outstanding paperwork and to coordinate with third-party preparers and advisors as necessary; and

WHEREAS, the Parties agree to a schedule, payment terms, and conditions for outstanding items and acknowledge that certain payments and obligations may be contingent upon delivery of specified paperwork.

SCOPE OF WORK

OUTSTANDING PAPERWORK CHECKLIST

The following items are identified as outstanding. For each item marked Outstanding, Parties acknowledge the due date and responsible party below.

PAYMENT TERMS

As consideration for services rendered under this Agreement, Client shall pay Service Provider as follows.

Late payments shall accrue additional charges as set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party no fewer than days prior to the effective termination date. Either Party may terminate immediately upon written notice in the event of the other Party's material breach that remains uncured after days following written notice of the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, financial, technical and operational information disclosed by one Party (Disclosing Party) to the other (Receiving Party) in any form. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents or contractors with a need to know and who are bound to confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) was in the public domain at the time of disclosure or thereafter enters the public domain through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable requests to limit the disclosure.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they meet the legal definition of trade secret.

ACKNOWLEDGEMENT OF OUTSTANDING PAPERWORK

The Parties acknowledge that timely delivery of the items identified in the Outstanding Paperwork Checklist is material to the performance of this Agreement. If Client fails to deliver any required outstanding document by the stated due date, Service Provider is entitled to withhold further performance and to suspend billable activities until such document is delivered, without liability. If Service Provider fails to produce documents it is contractually obligated to provide, Client may withhold the associated payment until cure.

Any disputed determination as to whether an item is "delivered" shall be resolved by reference to the form reasonably required by the recipient and by good faith communication between the Parties. Costs reasonably incurred to procure missing paperwork from third parties may be invoiced to Client and are payable under the Payment Terms above.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The Parties shall seek in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by the state or federal courts located in the county of the governing state specified above, and each Party irrevocably consents to personal jurisdiction and venue in those courts.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Outstanding Paperwork Checklist, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or other change of control provided the assignee assumes all obligations hereunder. Notices required by this Agreement shall be in writing and delivered to the address provided by each Party.

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