Business Document Share

BUSINESS DOCUMENT SHARE

This Business Document Share Agreement (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Provider Name: is in the business of preparing, compiling, and maintaining business documents and has agreed to share certain documents with Recipient pursuant to the terms of this Agreement;

WHEREAS, Recipient Name: desires to receive specified documents from Provider for the limited business purpose set forth herein and agrees to be bound by the confidentiality and use restrictions in this Agreement;

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

SCOPE OF WORK

Provider shall deliver or make available the documents described above to Recipient in the manner and on the schedule described in this Agreement. Recipient's right to use the documents is limited to the business purpose expressly set forth in the Scope of Work and does not include resale, redistribution, or public disclosure except as permitted in writing by Provider.

PAYMENT TERMS

Any payment not received within days of the due date shall accrue a late fee equal to the greater of: % per month or dollars, plus any reasonable costs of collection, including attorneys' fees.

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TERM AND TERMINATION

Term Start Date:     Term End Date:

Upon termination, Recipient shall cease use of Provider documents and, at Provider's option, return or certify destruction of all copies in Recipient's possession within days.

CONFIDENTIALITY

Each party acknowledges that certain documents and information disclosed hereunder constitute Confidential Information. "Confidential Information" includes all nonpublic business information, trade secrets, proprietary methodologies, financial data, client lists, and any derivative works thereof provided by Provider to Recipient, whether disclosed orally, in writing, or by inspection. Recipient agrees:

(a) to hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information and, in no event, less than reasonable care; (b) not to disclose Confidential Information to any third party except employees or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not to use Confidential Information for any purpose other than the limited business purpose set forth in the Scope of Work.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) is lawfully obtained by Recipient from a third party without restriction; or (iii) is independently developed by Recipient without use of Provider's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law provided Recipient gives Provider prompt written notice and cooperates in seeking a protective order or other remedy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement 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 written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The waiving of any breach or failure to enforce any provision of this Agreement by either party shall not operate as a waiver of any subsequent or other breach.

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