Business Efiles Document

BUSINESS EFILES AGREEMENT

This Business Efiles Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:    Business Address:

Client Name:    Business Address:

WHEREAS

WHEREAS, Service Provider operates an electronic filing and records submission service providing secure transmission, preparation, and filing of regulatory and business electronic filings (Efiles Services); and

WHEREAS, Client desires to engage Service Provider to perform Efiles Services as described herein and Service Provider is willing to provide such services pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide Efiles Services including, without limitation, preparing submissions, validating data formats required by applicable filing authorities, securely transmitting filings, maintaining transactional records, and providing status reports to Client as set forth in the scope of work. Service Provider shall use commercially reasonable efforts to perform services in accordance with industry standards and applicable law.

2. PAYMENT TERMS

All fees are payable in U.S. dollars unless otherwise agreed in writing. Client is responsible for any third-party filing fees, government charges, or taxes associated with filings unless otherwise specified. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee field and Service Provider may suspend services if Client fails to pay undisputed amounts following ten (10) days' written notice.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client any work product completed up to the termination date and Client shall promptly pay all undisputed fees and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that in the course of performance it may receive Confidential Information from the other party (the Disclosing Party). Confidential Information means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including client data, filing content, credentials, and system access details.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) limit disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is: (i) publicly available through no breach by the Receiving Party; (ii) rightfully known to the Receiving Party prior to disclosure; (iii) independently developed without use of the Disclosing Party's Confidential Information; or (iv) lawfully obtained from a third party without confidentiality obligations.

In the event of a suspected or confirmed data breach affecting Client data, Service Provider shall notify Client without undue delay, provide a description of the breach, and cooperate with Client to mitigate the effects consistent with applicable law.

5. DATA OWNERSHIP; INTELLECTUAL PROPERTY

Client retains all right, title, and interest in and to Client Data submitted to Service Provider for processing and filing. Service Provider retains ownership of its preexisting software, systems, templates and methods. Deliverables produced specifically for Client under this Agreement shall be owned by Client upon full payment, except where produced using Service Provider proprietary tools, in which case Service Provider grants Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. COMPLIANCE WITH LAW; INDEPENDENT CONTRACTOR

Each party shall comply with applicable law in performing its obligations. Service Provider shall perform services as an independent contractor and not as an employee or agent of Client. Service Provider shall be responsible for all taxes, benefits and other obligations arising from its status as an independent contractor.

8. NOTICES

Notices given under this Agreement shall be in writing and delivered to the addresses set forth above, or to another address designated in writing by a party, and will be effective upon receipt.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings. No amendment or waiver shall be effective unless in writing and signed by both parties.

11. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of its business by merger, sale of assets or operation of law.

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

SIGNATURES

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