Business IMN Template

BUSINESS IMN TEMPLATE

This Business Information Memorandum and Services Agreement (the "Agreement") is entered into as of Effective Date: by and between the undersigned parties.

WHEREAS

WHEREAS, Party A is engaged in the business of preparing information memoranda, financial models, valuation analyses and advisory materials concerning corporate transactions, investments and strategic initiatives, including but not limited to:

WHEREAS, Party B wishes to retain Party A to prepare an Information Memorandum and to perform related advisory services in connection with the proposed transaction or contemplated business objective identified as:

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided and the exchange and protection of confidential information.

SCOPE OF WORK

Party A shall prepare and deliver the Information Memorandum and perform advisory services as set out below. The parties acknowledge that the services shall include the tasks described and such additional activities reasonably necessary for completion.

PAYMENT TERMS

Compensation: Party B shall pay Party A a total fee of (the "Fee") for the services rendered under this Agreement, exclusive of reasonable out-of-pocket expenses approved in advance.

Late Payment: Any amounts not paid when due shall incur interest at the rate of per month, or the maximum rate permitted by law, whichever is lower. Party A may suspend performance if invoices remain unpaid for more than days after receipt of written notice.

Wire transfer Check Other (specify below)

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated pursuant to this Agreement, will expire on End Date: .

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice of such breach.

Effect of Termination: Upon termination, Party B shall pay Party A for all services rendered and expenses reasonably incurred through the effective date of termination. Sections concerning confidentiality, indemnities, payment of accrued fees, and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party, whether written, oral or electronic, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (i) maintain Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) restrict disclosure to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available without breach; (b) is rightfully obtained from a third party without restriction; (c) was already known to the recipient prior to disclosure; or (d) is independently developed without use of Confidential Information.

Compelled Disclosure: If a party is compelled by law or regulation to disclose Confidential Information, it shall promptly notify the disclosing party (except where prohibited) and cooperate to seek appropriate protective measures.

Duration: The confidentiality obligations shall survive termination of this Agreement for years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved within thirty (30) days, by non-binding mediation. If mediation fails, either party may pursue any remedy available at law or in equity in the courts of the state specified above.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice in accordance with this section).

MISCELLANEOUS

Independent Contractor: Party A is an independent contractor. Nothing in this Agreement shall create an employer-employee, partnership, joint venture or agency relationship between the parties. Party A shall be responsible for its own taxes and employee benefits.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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