Business Fact Template

BUSINESS FACT TEMPLATE AND SERVICES AGREEMENT

Effective Date:

Client Name:

Corporation LLC Partnership Sole Proprietorship Other:

Service Provider Name:

Corporation LLC Partnership Sole Proprietorship Other:

WHEREAS

WHEREAS, Client maintains business operations and records for which Client requires a documented compilation of material facts and supporting information regarding the business (the Business Facts);

WHEREAS, Provider is engaged in the business of preparing factual business templates, due diligence summaries, and related reporting and has agreed to prepare and deliver the Business Fact Template and related services described herein to Client on the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing Provider's preparation and delivery of the Business Fact Template and related materials;

SCOPE OF WORK

Provider shall gather, verify and compile factual business information supplied by Client, supplement such information through reasonable inquiry and prepare a written Business Fact Template document and supporting schedules (Deliverables). Deliverables will be limited to facts and documentary summaries and shall not constitute legal, tax or investment advice.

BUSINESS FACTS (TO BE COMPLETED)

PAYMENT TERMS

Client shall pay Provider for the services and Deliverables as set forth below. All amounts are exclusive of taxes for which Client is responsible unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Deliverables unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Provider may suspend performance where Client fails to pay amounts when due. Termination shall not relieve Client of obligation to pay fees for work performed prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information means non-public business, financial, client and technical information disclosed in connection with this Agreement. Recipient shall: (a) hold Confidential Information in strict confidence, (b) use it only for performance or enforcement of this Agreement, and (c) not disclose it to third parties except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in Recipient’s lawful possession prior to disclosure; (iii) is received by Recipient from a third party without restriction; or (iv) is independently developed without use of the discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law, provided Recipient gives prompt notice to the discloser and cooperates with reasonable measures to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. Venue for any dispute shall reside in the courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed hereunder, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents and warrants that it has the authority to enter into this Agreement. Neither party shall be liable for delays or failures due to causes beyond its reasonable control. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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