Business File Panel

BUSINESS FILE PANEL AGREEMENT

This Business File Panel Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: (Client) and Panel Provider Name: (Provider).

WHEREAS

WHEREAS, Client maintains business records and operational files that require organized review, secure handling and periodic advisory consideration (the Business Files); and

WHEREAS, Provider operates a Business File Panel comprised of individuals with expertise in records management, compliance review and business operations and is willing to review, advise on and manage access to the Business Files as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other terms governing Provider's engagement.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services rendered under this Agreement in accordance with the following payment provisions.

All fees are exclusive of taxes. Provider shall submit itemized invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within thirty (30) days of receipt unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered not fewer than days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other 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 business files, client lists, financial information, and internal procedures.

Obligations: Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality duties at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Compelled Disclosure: A receiving party may disclose Confidential Information to the extent required by law, provided that, if legally permitted, the receiving party gives prompt written notice to the disclosing party to allow it to seek a protective order or other appropriate remedy.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

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