Business IRD Document

Business IRD Document

Effective Date:

Parties

Client Entity Type: Corporation LLC Other

Provider Entity Type: Corporation LLC Other

Recitals

WHEREAS, Client Name: seeks to obtain certain information, records, analysis and deliverables relating to its business operations and financial records for internal review and regulatory documentation (the "IRD Services");

WHEREAS, Service Provider Name: possesses expertise, personnel and systems necessary to perform the IRD Services and has agreed to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Deliverables shall include: a written report, supporting data files, and any presentation materials agreed in writing. The Provider shall perform the services in a professional manner consistent with industry standards, and shall assign qualified personnel to complete the work.

Payment Terms

All amounts are exclusive of taxes. Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay approved invoices within days of receipt. Late payments shall accrue interest at % per month, not to exceed the maximum permitted by applicable law.

Term and Termination

This Agreement commences on the Effective Date set forth above and continues until completion of the Scope of Work or until , whichever occurs first, unless earlier terminated as provided herein.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver completed work and invoice for all work performed through the termination date; Client shall pay all undisputed amounts within the payment terms provided above.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, without limitation, business plans, technical and financial information, customer lists, pricing, and trade secrets.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as required to perform the services and subject to written obligations at least as protective as those herein; and (c) use Confidential Information only to perform obligations under this Agreement. These obligations do not apply to information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of unless a longer period is required for trade secrets under applicable law.

Governing Law

The parties agree that this Agreement shall be construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties further agree that the courts of that jurisdiction shall have exclusive jurisdiction over disputes arising under this Agreement, subject to any mandatory venue or dispute resolution provisions set forth herein.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party shall assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, consolidation or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision is held invalid, the remainder shall continue in full force and effect. The parties are independent contractors; nothing herein creates a partnership, joint venture or employment relationship.

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