Business Information Packet

BUSINESS INFORMATION PACKET

Parties and Effective Date

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

WHEREAS

WHEREAS, Business is engaged in the business described in this packet and requires certain services and documentation from Provider to effectuate the contemplated business activities; and

WHEREAS, Provider represents that it possesses the requisite expertise, personnel and authority to provide the services and information requested in this packet under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Business Information

Entity Type

Corporation    LLC    Sole Proprietor    Partnership    Nonprofit    Other:

Scope of Work

Provider will perform the services and provide the information described below. The description should be sufficiently detailed to define deliverables, milestones, and acceptance criteria.

Payment Terms

Business shall pay Provider the fees set forth below in exchange for the performance of the Scope of Work. All payments are due in accordance with the schedules below unless otherwise agreed in writing.

All fees are exclusive of taxes. Business is responsible for any applicable sales, use, value-added or other taxes, except taxes on Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Business 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 disclosed 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. The 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 no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order provided that the receiving party provides prompt written notice and cooperates to limit such disclosure.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from a party's gross negligence or willful misconduct or a breach of confidentiality, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Business to Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. Failing resolution by negotiation, the parties agree that the exclusive forum for any action shall be the state and federal courts located in the governing state.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Banking and Payment Details

Attachments and Supporting Documents

Provide copies of the following documents where applicable. Check each document provided.

Articles of Incorporation / Organization    Operating Agreement / Bylaws    Certificate of Insurance

Key Contracts / Customer Agreements    Recent Financial Statements    Other:

References and Additional Notes

Certification: Each party represents and warrants that the information provided in this Business Information Packet is true, complete and accurate to the best of its knowledge and that it has the authority to enter into this Agreement and to provide the information and documentation supplied herewith. Each party acknowledges that reliance on materially inaccurate information may constitute a material breach of this Agreement.

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