Business Info Document

Business Info Document

Effective Date:

Client Name:

Service Provider Name:

WHEREAS / Recitals

WHEREAS, Client operates a business engaged in commercial activities and requires certain information, services, and deliverables as described in this Agreement; and

WHEREAS, Service Provider possesses the necessary expertise to provide the services described herein and agrees to provide such services to Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

Business Information

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship    Other

Scope of Work

Service Provider shall provide the services, deliverables, and business information collection activities described below. The descriptions set forth in this Section constitute the agreed scope and may be amended only by written agreement signed by both parties.

Payment Terms

Client agrees to pay Service Provider for the services described in the Scope of Work according to the terms set forth below.

Late payments shall incur interest at a rate of per month on overdue amounts, or the maximum lawful rate if less. Client shall also reimburse Service Provider for costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Service Provider and Client shall each: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) use Confidential Information solely to perform obligations under this Agreement. The obligations in this section do not apply to information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy Confidential Information and certify in writing the disposition of such materials upon request of the disclosing party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located within that state.

Representations; Warranties; Entire Agreement

Each party represents and warrants that it has the full 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 manner consistent with industry standards.

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes the assigning party's obligations in writing.

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

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