Business Information Letter Form

Business Information Letter Form

Effective Date:

Information Provider (Party A): — Address:

Recipient (Party B): — Address:

RECITALS

WHEREAS, Information Provider possesses or controls certain business records, summaries and supporting documentation regarding its operations, financial condition and corporate structure (collectively, "Business Information"); and

WHEREAS, Recipient requires limited Business Information for the specific purpose of evaluating, documenting or completing the transaction or business matter described in this Letter Form; and

WHEREAS, the parties intend by this Agreement to set forth the scope, terms of disclosure, payment and protections applicable to the provision of Business Information.

SCOPE OF WORK

PAYMENT TERMS

Fee Amount:

Late Payment: If payment is not received within days after the due date, a late fee of per month on the outstanding balance shall accrue until paid in full. Recipient shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and, unless earlier terminated in accordance with this section, expires on .

Termination for Convenience: Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Recipient of the obligation to pay for Business Information already provided or for work performed through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Recipient acknowledges that Business Information is confidential and proprietary to Provider. Recipient shall (a) use the Business Information solely for the Purpose described in this Agreement; (b) restrict disclosure of Business Information to employees, agents or advisors who have a legitimate need-to-know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Business Information as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Exceptions: The confidentiality obligations shall not apply to information that (i) is or becomes public through no breach of this Agreement by Recipient; (ii) was lawfully in Recipient's possession prior to disclosure by Provider; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Provider's Business Information.

Compelled Disclosure: If Recipient is required by law or valid legal process to disclose Business Information, Recipient shall provide Provider prompt written notice (unless prohibited) and shall cooperate with Provider, at Provider's expense, in seeking a protective order or other appropriate remedy.

BUSINESS INFORMATION DETAILS

REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that, to the best of its knowledge, the Business Information delivered pursuant to this Agreement is true and accurate in all material respects as of the date provided. Provider makes no other representations or warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose, except as expressly set forth in this Agreement.

LIMITATION OF LIABILITY

Except for claims arising from Provider's willful misconduct or gross negligence, in no event shall Provider be liable to Recipient for consequential, incidental, indirect or special damages, and Provider's aggregate liability under this Agreement shall not exceed the total fees actually paid by Recipient to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Amendments and waivers must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

By checking the box below, the undersigned certifies that the Business Information provided is true, complete and accurate to the best of the undersigned's knowledge and that the undersigned is authorized to bind the Information Provider.

I certify the accuracy and authority of the Business Information provided.

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