Business Information Forms

BUSINESS INFORMATION AND SERVICES AGREEMENT

This Business Information and Services Agreement (the Agreement) is entered into as of by and between Provider Name: , and Client Name: .

RECITALS

WHEREAS, Provider is in the business of providing professional services and information necessary for Client's business operations and desires to provide such services to Client under the terms set forth in this Agreement;

WHEREAS, Client seeks to engage Provider to perform the services described herein and to provide current and accurate business information necessary for the performance of such services; and

WHEREAS, the parties wish to set forth the terms, conditions and responsibilities that govern their relationship;

BUSINESS INFORMATION

SCOPE OF WORK

Provider will provide the services and deliverables described below. Provider shall exercise reasonable skill, care, and diligence in the performance of the services in accordance with industry standards.

PAYMENT TERMS

Client agrees to pay Provider the fees and reimbursements set forth below. All fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the agreed schedule.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public business, technical and financial information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects. Receiving Party shall (a) use Confidential Information solely for performance of this Agreement, (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but not less than reasonable care.

Confidential Information shall not include information that is (i) already known to Receiving Party without obligation of confidentiality, (ii) publicly available through no fault of Receiving Party, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information. Upon termination or expiration of this Agreement, Receiving Party shall return or destroy all Confidential Information as directed by Disclosing Party.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by both parties.

REPRESENTATIONS AND CERTIFICATIONS

The undersigned representative of each party certifies that they are duly authorized to execute this Agreement on behalf of the respective party and that the business information supplied in this form is true, complete and accurate to the best of their knowledge. Each party agrees to notify the other in writing of any material changes to its business information within thirty (30) days of such change.

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