Business History Document

BUSINESS HISTORY DOCUMENT

RECITALS

WHEREAS, Client Name: is a business that seeks to provide a factual business history and supporting disclosure of its operations, financial condition, assets and material matters; and

WHEREAS, the Recipient requires an accurate written history of the business for evaluation, diligence, or record purposes and the parties desire to set forth the scope, terms, and certifications for preparation and delivery of that business history;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

BUSINESS PROFILE

Corporation LLC Partnership Sole Proprietorship Other:

SCOPE OF BUSINESS HISTORY

The Business History shall include a chronological narrative and factual statement addressing formation and major milestones, material contracts, financial performance, material assets, liabilities, intellectual property, regulatory and litigation history, and material contingencies for the period from through .

PAYMENT TERMS

As consideration for preparation, delivery and any revisions of the Business History, Recipient shall pay the preparer the fees set forth below under the following payment schedule and terms.

All amounts are payable in the currency specified and are exclusive of any taxes, assessments or duties which shall be the responsibility of the paying party unless otherwise stated in writing.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above. Termination shall not relieve the paying party of obligations accrued prior to the effective date of termination. The confidentiality, indemnity and survival provisions shall survive termination for the period set forth below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed in connection with this Agreement including, without limitation, financial data, contracts, proprietary processes, trade secrets, customer lists and other sensitive business information. Confidential Information does not include information which (a) is or becomes publicly known through no breach by the recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

The recipient shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for years unless otherwise required by law.

REPRESENTATIONS AND WARRANTIES

The preparer represents and warrants that, to the best of its knowledge after reasonable inquiry, the factual statements contained in the Business History are true and complete in all material respects as of the date of preparation. The preparer makes no warranty as to future events or projections. Any exceptions or qualifications known to the preparer must be identified below.

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. Each party consents to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and attachments hereto, constitutes the entire agreement and understanding 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. Any modification or waiver of a provision of this Agreement must be in writing and signed by both parties.

RISK ALLOCATION & INDEMNITY

Each party shall indemnify and hold harmless the other party from and against any claims, losses or liabilities arising from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. In no event shall preparer be liable for consequential, incidental, special or punitive damages, except as required by applicable law.

By checking the box below, the signing party certifies that the information provided in this Business History Document and accompanying attachments is true, accurate and complete to the best of the signer's knowledge, and that the signer is authorized to bind the party on whose behalf the signer executes this document.

I certify the foregoing and acknowledge the statements above.

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