Business Facta Document

BUSINESS FACTA DOCUMENT

Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the operation of a business and possesses certain factual information, records and materials concerning its operations, finances and contractual relationships that are material to the business relationship contemplated by the parties (the "Business Facta");

WHEREAS, Party B desires to receive and rely upon certain Business Facta for the purpose of evaluation, negotiation and performance of services set forth in this document, and Party A is willing to disclose such information on the terms and conditions set forth herein; and

WHEREAS, the parties intend to define the scope, use, verification and certification of Business Facta and to set forth contractual commitments governing payment, confidentiality and termination.

Scope of Work

Party A shall disclose Business Facta to Party B and, where applicable, shall assist Party B by providing clarifying documentation, reasonable access to personnel for factual verification and written certifications as described below. Party B shall use the Business Facta solely for the purposes described in this document and shall not reproduce, publish or otherwise distribute Business Facta except as expressly permitted herein.

Facta Representations and Attachments

Party A represents and warrants that, to the best of its knowledge, the Business Facta disclosed pursuant to this document are true, complete and accurate as of the date of disclosure and that no material fact has been omitted which would make such disclosure misleading.

Provide attachments and indicate which categories are included:

Payment Terms

In consideration for the disclosure, analysis and any certification services rendered by Party A or Party B pursuant to this document, the parties agree the fees and schedule below shall apply.

Term and Termination

This agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall expire on the End Date.

Start Date:    End Date:

Confidentiality

Each party shall maintain the confidentiality of Business Facta and shall not disclose such information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information shall be used only for the purposes set forth in this document. Confidentiality obligations shall survive termination or expiration of this agreement for a period of three (3) years, unless a longer period is required by applicable law.

Governing Law

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

Entire Agreement

This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Representations and Warranties: Each party represents that it has the authority to enter into this agreement and that performance will not violate any other agreement to which it is a party. Indemnification: Each party shall indemnify the other for breaches of confidentiality or material misrepresentations in the Business Facta that cause demonstrable harm.

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