Business Information Provision

BUSINESS INFORMATION PROVISION AGREEMENT

This Business Information Provision Agreement ("Agreement") is entered into as of by and between:

Parties

WHEREAS

WHEREAS, Provider possesses business records, corporate documents, financial statements, customer contact lists, technical data and other proprietary information relevant to Client's evaluation and business operations (collectively, "Business Information"); and

WHEREAS, Client requires certain Business Information from Provider for the purpose of evaluating, advising, preparing transactions, or providing services as further described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver Business Information to Client and the terms governing use, payment, confidentiality and liabilities.

Scope of Work

Provider will furnish to Client the Business Information described below and will provide reasonable assistance in connection with Client's use of that information. Provider will deliver information in the formats and on the schedule set forth herein.

Information Categories

Select categories of Business Information to be provided (check all that apply) and provide any additional specifics below.

Financial statements and accounting records

Contracts, vendor agreements and customer agreements

Corporate formation and governance documents

Personnel records and compensation schedules

Payment Terms

In consideration for the Business Information and related services, Client shall pay Provider in accordance with the following terms.

All amounts are exclusive of taxes. Client shall be responsible for applicable taxes and shall reimburse Provider for any taxes paid by Provider, excluding taxes based on Provider's net income.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for services performed and information delivered prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by Provider to Client, whether disclosed orally, visually, in writing, or in electronic form, that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Client agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes set forth in this Agreement; (c) limit disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (d) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Client; (ii) is rightfully received by Client from a third party who has the right to disclose it; (iii) was in Client's possession without restriction prior to disclosure by Provider; or (iv) is independently developed by Client without use of Provider's Confidential Information.

Representations; Warranties; Indemnification

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement. Provider represents that, to the best of its knowledge, the Business Information provided will not infringe third-party intellectual property rights.

Client shall indemnify, defend and hold harmless Provider from and against any third-party claims, liabilities, damages and expenses arising out of Client's unauthorized use or disclosure of Confidential Information or Client's failure to comply with this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

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. The parties submit to the exclusive jurisdiction of state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

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

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to carry out the parties' intent.

Execution

The persons executing this Agreement represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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