Business Inquiry Document

BUSINESS INQUIRY DOCUMENT

Parties and Contact Information

Client Name:

Corporation LLC Partnership Sole Proprietorship Other

Primary Contact:    Phone:

Provider Name:

Provider Contact:    Email:

Recitals

WHEREAS, Client seeks to obtain from Provider information, analysis, proposals or preliminary services relating to Client's business needs and potential commercial arrangements; and

WHEREAS, Provider represents that it is qualified and willing to develop and present an inquiry response, scope and estimated charges to Client on the terms set forth below; and

WHEREAS, the parties intend for this Business Inquiry Document to memorialize the initial understanding governing the submission, evaluation, and potential engagement process between Client and Provider.

Scope of Work

Payment Terms

Total Estimated Fee: $

Late Payment Charge: and/or Flat Fee: $

Invoices are payable within days of invoice date unless otherwise agreed in writing.

Term and Termination

This inquiry and any related engagement pursuant to it will commence on / / and will continue until / / , unless earlier terminated as provided below.

Either party may terminate any subsequent engagement by providing written notice to the other party at least days prior to the effective termination date. Termination does not relieve Client of the obligation to pay Provider for services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this document, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is identified as confidential or that, by its nature, should reasonably be considered confidential. Confidential Information excludes information that (a) is or becomes publicly available through no breach of this agreement by the Receiving Party, (b) is lawfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will (i) use Confidential Information solely for the purpose of evaluating or performing the scope of work set forth herein, (ii) limit disclosure to those employees, affiliates, attorneys or advisors having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations in this section will survive termination for a period of years, or longer as required by applicable law.

Governing Law

This Business Inquiry Document and any subsequent agreement arising from it will be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement and Miscellaneous

This document constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and representations, whether oral or written. Any amendment or waiver must be in a written instrument signed by both parties. If any provision of this document is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

Acknowledgment

By signing below, the undersigned representatives certify that they are authorized to execute this Business Inquiry Document on behalf of the party they represent and that the information provided herein is true and accurate to the best of their knowledge.

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