Business Document Searching

BUSINESS DOCUMENT SEARCHING AGREEMENT

Parties

Recitals

WHEREAS, Provider is in the business of locating, obtaining and delivering business documents, public filings, corporate records, and related due diligence materials for corporate and commercial purposes; and

WHEREAS, Client desires to engage Provider to perform document searching and retrieval services under the terms set forth in this Agreement, and Provider agrees to perform such services for Client for the compensation and on the conditions described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

Provider shall perform business document searching services as requested by Client and as specified in the search instructions. Services may include retrieval of corporate filings, UCC filings, litigation and docket searches, trademark and intellectual property records, licensing records, and other publicly available documents within agreed jurisdictions.

Search Types and Parameters

Select requested search types (check all that apply) and specify jurisdictions and date ranges where applicable.

From:    To:

Payment Terms

Client shall pay Provider the fees for services as set forth below. All amounts are exclusive of taxes unless otherwise stated.

Late payments shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and expenses for overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and continues until the services described in the Scope of Work are completed or until terminated as provided below.

Effective Date:

Expected Completion / End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, including reasonable wind-up costs.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to search instructions, document copies, client lists, and search results. The receiving party shall (a) keep Confidential Information strictly confidential, (b) use it only to perform its obligations under this Agreement, and (c) not disclose it except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that is rightfully received from a third party without restriction, or that is independently developed without use of Confidential Information. The duty of confidentiality survives termination of this Agreement for three (3) years, except for trade secrets which will be protected for as long as they remain trade secrets under applicable law.

Representations, Warranties, and Disclaimers

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry practice. Client acknowledges that Provider's searches rely on third-party records and public sources and that Provider does not warrant the completeness or accuracy of third-party records. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence or willful misconduct, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement. Client shall indemnify and hold harmless Provider from and against any third-party claims arising from Client's use or dissemination of search results or from Client's instructions to Provider, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved in courts located in the same state.

Entire Agreement; Amendments

This Agreement, including any attachments and executed search authorization forms, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

Execution

The parties authorize Provider to commence searches upon execution of this Agreement and receipt of any required deposit as specified in the Payment Terms.

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