Business Information Gathering IG

Business Information Gathering Agreement (IG)

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

WHEREAS

WHEREAS, Client requires certain business information, materials and access to personnel in order for Service Provider to evaluate, advise and prepare deliverables as set forth herein; and

WHEREAS, Service Provider has expertise in collecting, analyzing and organizing business data and agrees to collect such information under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, timing, fees and confidentiality obligations applicable to the information gathering engagement.

BUSINESS INFORMATION — CLIENT DETAILS

SCOPE OF WORK

Service Provider shall collect, compile and deliver the business information described below. This shall include, without limitation, interviews with key personnel, review of organizational documents, financial summaries, operational process descriptions and any additional materials reasonably requested to perform the engagement.

Expected deliverable completion date:

PAYMENT TERMS

Client agrees to pay Service Provider the fees and expenses set forth below in consideration for the services and deliverables described herein.

TERM AND TERMINATION

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

Upon termination, Service Provider shall deliver to Client all collected information and work in progress and shall invoice Client for work performed through the termination date. Fees for work completed prior to termination are non-refundable.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, customer lists, pricing, trade secrets and other proprietary information.

Receiving Party shall (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a legitimate need to know who are under binding confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was in Receiving Party's possession without restriction prior to disclosure by Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that the information provided to Service Provider is true, accurate and complete to the best of Client's knowledge and that Client has the right to disclose such information.

ENTIRE AGREEMENT

This Agreement, including all 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, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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