Business Document PDS Update

Business Document PDS Update

This Business Document PDS Update (the "Agreement") is entered into as of the Effective Date set forth below between the parties identified herein.

Client Name:

Corporation LLC Partnership Individual

Provider Name:

WHEREAS

WHEREAS, Client previously procured or published a Product Disclosure Statement identified as PDS Reference: (the "Existing PDS"); and

WHEREAS, Provider has prepared proposed revisions and supplementary information to the Existing PDS described in this Agreement and Client desires to accept such updates under the terms set forth herein; and

WHEREAS, the parties wish to document the scope, deliverables, payment terms and other contractual provisions governing the PDS update work.

SCOPE OF WORK

Provider shall perform the services necessary to update, revise and, where applicable, annotate the Existing PDS as described below. Provider's obligations include drafting text changes, preparing redlined comparisons, producing updated exhibits, and producing a cover memorandum summarizing material changes.

PAYMENT TERMS

All invoices are due within days of invoice date unless otherwise agreed in writing. Client shall reimburse Provider for reasonable, documented out-of-pocket expenses incurred in connection with the update work.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until the End Date: or until completion of the scope of work, whichever occurs first.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Client may terminate for convenience upon days' prior written notice and payment of all earned fees and documented expenses through the effective date of termination.

Upon termination, Provider shall deliver to Client all work completed to date and Client shall promptly pay any unpaid invoices for services rendered and costs reasonably incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party that is designated confidential or that, by its nature, ought reasonably to be treated as confidential, including but not limited to proprietary drafts, pricing, business plans and non-public PDS content. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely for the performance of this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

The parties acknowledge that a breach of this Section would cause irreparable harm and that injunctive relief may be sought in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective unless executed in writing by both parties.

ADDITIONAL TERMS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that services will be performed in a professional manner consistent with industry standards.

Notices required or permitted under this Agreement shall be delivered to the addresses set forth above or to such other address as either party may designate in writing.

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