Business Documentation Exhibits

BUSINESS DOCUMENTATION EXHIBITS

This Business Documentation Exhibits Agreement (the Agreement) is entered into as of (Effective Date), by and between Company Name: and Vendor Name: .

Recitals

WHEREAS, Company requires the preparation, assembly and delivery of business documentation exhibits, records, and supporting materials as further defined herein; and

WHEREAS, Vendor represents that it has the skill, capacity and experience to prepare, compile and deliver the Exhibits in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality and other terms governing the preparation and delivery of the Documentation Exhibits.

Scope of Work

Vendor shall prepare, compile, and deliver the Documentation Exhibits described below in accordance with the specifications, formats and deadlines agreed by the parties. Vendor shall perform the services in a professional manner consistent with industry standards.

Documentation Exhibits Listing

The following exhibits shall be prepared and delivered by Vendor. For each exhibit, indicate the title, description and scheduled delivery date.

Payment Terms

In consideration for the services and deliverables described in this Agreement, Company shall pay Vendor in accordance with the following terms.

Unpaid amounts shall accrue a late fee of on overdue balances, calculated monthly and compounded in accordance with applicable law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party, provided that the non-breaching party gives written notice specifying the breach and a period of days to cure. If the breach is not cured within the cure period, the non-breaching party may terminate this Agreement immediately upon written notice.

Company may terminate this Agreement for convenience upon written notice to Vendor with at least days' notice. Upon termination, Vendor shall deliver all completed and in-progress exhibits prepared to date and shall be entitled to payment for all services performed and direct expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination for a period of from the date of disclosure, except with respect to trade secrets, for which protection shall continue for as long as the information qualifies as a trade secret under applicable law. Exceptions to confidentiality include information that is (i) publicly available through no breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the Confidential Information.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Vendor represents that the Exhibits will be original to Vendor or delivered with sufficient rights to grant the licenses and uses contemplated by this Agreement.

Vendor shall indemnify, defend and hold harmless Company and its officers, directors, agents and employees from and against any third-party claims arising out of Vendor's breach of representations, the negligent or willful acts or omissions of Vendor, or the submission of infringing materials, excluding liability to the extent caused by Company-provided materials or specifications.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. Venue for any litigation arising out of this Agreement shall be the state or federal courts located in the county specified as .

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached or incorporated hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages may be insufficient to remedy a material breach of the confidentiality obligations and that injunctive relief may be sought in addition to any other remedies.

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