Business Filing Trends

BUSINESS FILING TRENDS AGREEMENT

Parties and Effective Date

This Agreement is entered into between Service Provider: and Client Name: (individually a "Party" and collectively the "Parties") as of Effective Date:

WHEREAS

WHEREAS, Service Provider maintains expertise in collecting, analyzing, and preparing analytical reports regarding public and private business filing activity, filing volumes, and related market indicators; and

WHEREAS, Client desires to engage Service Provider to prepare a Business Filing Trends Report and related deliverables, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend for the report to inform Client's strategic planning, compliance monitoring, and business development initiatives through objective, documented analysis of filing data.

Scope of Work

Service Provider shall perform the services described below and deliver the items listed. The scope explicitly includes data acquisition, trend analysis, written report, and an executive presentation.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Any undisputed amount not received within days after the invoice due date shall accrue interest at the lesser of (i) per month or (ii) the maximum permitted by law. Client shall also reimburse Service Provider for reasonable collection costs arising from late payments.

Term and Termination

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

Either Party may terminate this Agreement for convenience upon providing prior written notice of to the other Party. Either Party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement. The receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving Party, is independently developed by the receiving Party without use of Confidential Information, or is rightfully obtained from a third party without restriction.

Intellectual Property and Use of Deliverables

Service Provider retains all right, title, and interest in methodologies, models, software, and proprietary tools existing prior to or developed outside the scope of this Agreement. Upon full payment of fees due, Service Provider grants Client a limited, non-exclusive, non-transferable license to use the delivered report and accompanying materials for Client's internal business purposes. Any redistribution, resale, or publication of the raw data or underlying proprietary tools requires the express written consent of Service Provider.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either Party be liable for indirect, incidental, special, or consequential damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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 provisions.

Entire Agreement and Amendments

This Agreement, including any schedules or attachments executed by the Parties, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral, relating to the subject matter hereof. Any modification or waiver must be in writing and signed by both Parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either Party designates by written notice to the other.

Representations and Warranties

Each Party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Acceptance

Deliverables shall be deemed accepted by Client upon delivery unless Client provides written notice of defects or nonconformity within of receipt specifying the reasons for rejection.

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