Business Document Remaining Documents

BUSINESS DOCUMENT REMAINING DOCUMENTS

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, the parties entered into one or more agreements, deliveries, or engagements under which certain documents, instruments, certificates, or other items remain outstanding and are required to effectuate the parties' rights and obligations; and

WHEREAS, the parties desire to set forth a schedule, list and binding obligations for delivery of those remaining documents and to define related payment, review and acceptance processes;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Remaining Documents

Provider shall deliver the following remaining documents to Client in the form required by the underlying engagement and within the delivery periods set forth below. If no delivery period is specified for an item, delivery shall occur within the general delivery timeframe set forth in this Agreement.

Executed Agreement / Amendments

Certificate of Insurance evidencing required coverage

Financial Statements or Audits

Corporate Resolutions / Authorizations

Permits, Licenses, or Regulatory Filings

Payment Terms

Total Amount Due for Remaining Deliverables: $

Deposit (if any): $   Final Payment Due By:

Late Fee / Interest:   Collections Costs: The non-paying party shall be liable for reasonable collection costs, including attorneys' fees and costs, incurred by the prevailing party.

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Termination for cause may be effected immediately upon written notice for material breach if the breaching party fails to cure within a commercially reasonable cure period where applicable.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall protect Confidential Information using the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care. A party may disclose Confidential Information if required by law, provided the disclosing party gives prompt written notice to the other party to allow it to seek protective measures.

Delivery, Inspection and Acceptance

Upon delivery of any remaining document, Client shall have days to inspect and either accept or provide written notice of rejection with specific deficiencies. If Client fails to provide timely notice, the deliverable shall be deemed accepted.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Representations, Warranties and Indemnities

Each party represents and warrants that it is duly authorized to enter into this Agreement and deliver the remaining documents described herein. Provider represents that delivered documents will be true, complete and executed by authorized persons. Each party agrees to indemnify and hold harmless the other party from losses, claims, damages or liabilities arising from its breach of this Agreement, negligence or willful misconduct.

Entire Agreement and Miscellaneous

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Any waiver of a provision of this Agreement must be in writing and signed by the party granting the waiver. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Sign Now