Business Due Diligence Document

BUSINESS DUE DILIGENCE DOCUMENT

This Business Due Diligence Document (the "Agreement") is made effective as of between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client seeks to evaluate the business, financial, operational, and legal condition of Provider in connection with a potential transaction described as:

WHEREAS, Provider controls certain materials, records, and information relevant to such evaluation and is willing to provide access to those materials on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to define the scope, schedule, fees, confidentiality obligations and other terms that will govern the provision and use of due diligence materials.

SCOPE OF WORK

Financial statements and underlying schedules

Material contracts and customer agreements

Intellectual property documentation

Regulatory and compliance records

Litigation and dispute history

PAYMENT TERMS

Unpaid amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall pay all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not fewer than days to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment of fees and the return or destruction of confidential materials.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that, in the course of performing the obligations set forth herein, it will receive or have access to Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form 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, including financial data, business plans, customer lists, intellectual property and technical information.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to evaluate or perform the obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure; or (iii) is rightfully received from a third party without restriction.

Upon written request or upon termination, the Receiving Party shall return or certify destruction of Confidential Information, except where retention is required by law, in which case the Receiving Party shall continue to keep such information confidential.

I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Limitation of Liability: Neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or in connection with this Agreement, except for liability arising from willful misconduct or gross negligence. The aggregate liability of either party for claims arising from this Agreement shall not exceed the total fees paid under this Agreement.

Remedies: The parties agree that monetary damages may be insufficient to remedy a breach of confidentiality or misuse of Confidential Information and that the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

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