Business Document Placing

Business Document Placing

This Business Document Placing Agreement ("Agreement") is made and entered into as of by and between Placing Agent Name: and Client Name: (each a "Party" and together the "Parties").

Recitals

WHEREAS, Placing Agent is engaged in the business of facilitating the placement and filing of business documents, instruments, registrations and related materials on behalf of third parties; and

WHEREAS, Client desires to retain Placing Agent to perform document placing services in accordance with the terms and conditions set forth in this Agreement, and Placing Agent is willing to provide such services on those terms;

WHEREAS, the Parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations and other material terms governing the placing services.

Scope of Work

Payment Terms

All fees are exclusive of applicable taxes. Client shall reimburse Placing Agent for reasonable out-of-pocket expenses incurred in connection with performance of the Services if pre-approved by Client in writing.

Term and Termination

Term Commencement Date: . Term End Date: .

Upon termination, Client shall pay Placing Agent for Services performed and unreimbursed expenses reasonably incurred through the effective date of termination. Termination shall not relieve either Party of liability for breach prior to termination.

Confidentiality

Each Party acknowledges that in performing this Agreement it may receive or have access to Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether written, electronic, or oral. Each Party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, or information independently developed without use of the other Party's Confidential Information.

Governing Law

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 submit to the exclusive jurisdiction of the courts located in that State for purposes of any dispute arising under this Agreement.

Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both Parties.

Representatives and Notices

Miscellaneous

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control provided that the assignee assumes all obligations hereunder. The invalidity or unenforceability of any particular provision shall not affect the other provisions hereof, which shall remain in full force and effect.

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