Business History Load

BUSINESS HISTORY LOAD

THIS BUSINESS HISTORY LOAD AGREEMENT (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business and seeks to assemble, verify and transfer a curated record of the business's historical information, including formation documents, material events and financial summaries (the Business History); and

WHEREAS, Service Provider is in the business of compiling, normalizing and producing Business History Loads and has the requisite expertise to assemble and deliver such records under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality protections and other terms governing the preparation and delivery of the Business History Load.

BUSINESS IDENTIFICATION

SCOPE OF WORK

Service Provider shall assemble and deliver to Client a Business History Load consisting of compiled and normalized documentation and data describing the business's formation, ownership, material events, and a summarized financial history as set forth below. The deliverables shall be provided in a format mutually agreed by the parties and shall include only materials explicitly listed in this Agreement or subsequently agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees do not include taxes or costs of third‑party records unless expressly stated.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until completion of the Scope of Work or until terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the period set forth in the notice provision. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that information disclosed pursuant to this Agreement may be confidential and proprietary. The receiving party shall (a) use Confidential Information solely for purposes of performing this Agreement; (b) restrict disclosure to employees or contractors who have a need to know and who are bound to maintain confidentiality; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is already known to the receiving party, or is independently developed without reference to the disclosing party's Confidential Information.

REPRESENTATIONS AND WARRANTIES

Client represents and warrants that it has the authority to disclose all materials provided to Service Provider and that such materials do not infringe third‑party rights. Service Provider represents it will perform services in a professional manner consistent with industry standards. Each party's sole and exclusive remedy for breach of these representations and warranties shall be limited to remedies set forth in this Agreement.

BUSINESS HISTORY DETAILS

Formation documents (articles, certificates)
Tax returns
Financial statements (audited or unaudited)
Other (describe below)

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict‑of‑law principles. This Agreement, together with any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign rights to receive payment. Notices under this Agreement shall be in writing and delivered to the addresses set forth on the signature page or as otherwise provided in writing. The waiver of any breach shall not constitute waiver of any subsequent breach.

CERTIFICATION

The undersigned certify that they are authorized to execute this Agreement on behalf of the party they represent, that all information provided with respect to the Business History Load is true and complete to the best of their knowledge, and that any material omissions or misrepresentations constitute a material breach of this Agreement.

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