Business IDV Document

BUSINESS IDV DOCUMENT

This Business IDV Document (the "Agreement") is entered into as of Effective Date: Month Day Year , by and between:

Parties

Recitals

WHEREAS, Client Name: desires to obtain identity verification, due diligence, and related business verification services from Service Provider for the purpose of validating business records, ownership, and authorized representatives; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and systems necessary to perform identity verification and related services in accordance with applicable standards and this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide such services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform identity verification, credential validation, source-data corroboration, and related due diligence services (collectively, the "Services") as described below. The Services shall include, at a minimum, verification of business registration, principal owners, beneficial owners, authorized signatories, and cross-referencing against known records and declarations as requested by Client. Service Provider shall exercise commercially reasonable efforts to ensure accuracy and completeness.

Payment Terms

Client will pay Service Provider fees in consideration for the Services in accordance with the schedule below. All amounts are in lawful currency unless otherwise stated. Unless otherwise provided, fees exclude applicable taxes, which Client will pay when due.

Payments not received within days of invoice due date shall accrue interest at per month (or the maximum permitted by law, if lower).

Term and Termination

This Agreement commences on the Start Date indicated below and continues in effect until the End Date, unless earlier terminated in accordance with this section.

Start Date: Month Day Year

End Date: Month Day Year

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means non-public business, operational, technical, customer, and financial information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement and maintain reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access or disclosure.

Confidentiality Obligation Duration: Confidential Information shall remain subject to the confidentiality obligations of this section for a period of years following termination or expiration of this Agreement, except that trade secrets and information the disclosure of which would cause irreparable harm shall remain protected for as long as such information qualifies as a trade secret under applicable law. Confientiality obligation is indefinite for trade secrets and highly sensitive data

Representations; Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Each party will comply with applicable laws, regulations, and third-party terms in performing its obligations, including data protection and privacy laws applicable to processing verification information.

Indemnification; Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, damages, and expenses arising out of the indemnifying party's breach of its representations, willful misconduct, or gross negligence. Except for liability arising from a party's willful misconduct, gross negligence, or breaches of confidentiality or intellectual property rights, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration conducted in the governing jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent unauthorized disclosure of Confidential Information.

Entire Agreement; Amendment

This Agreement, including any schedules, exhibits, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Notices: All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The persons signing below represent that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

Sign Now