Business Kindred Update

BUSINESS KINDRED UPDATE

Effective Date:

Parties

Contact Person:    Phone:    Email:

Corporation    Limited Liability Company    Partnership    Sole Proprietorship    Other

Recitals

WHEREAS, Primary Business and the Kindred Party desire to update and record affiliations, related entities, and material business relationships (collectively, the Kindred Information) to ensure accurate corporate and commercial records and to permit proper administration of intercompany obligations; and

WHEREAS, the parties wish to set forth the scope, responsibilities, payment terms for services rendered in preparing and verifying such updates, and protections for confidential information exchanged in connection with the update; and

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

Scope of Work

Describe the updates to be performed, deliverables, and acceptance criteria:

Payment Terms

Total Fee:    Currency:

Payment Schedule:

Invoices will be issued in accordance with the payment schedule and are payable within days of invoice date. Late payments will accrue a late fee of per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination does not relieve the terminating party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical or strategic information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential. Each party agrees (i) to hold Confidential Information in strict confidence, (ii) not to disclose Confidential Information to any third party except as permitted below, and (iii) to use Confidential Information solely to perform its obligations under this Agreement. Permitted disclosures include disclosures to the receiving party's employees, advisors and affiliates who have a need to know and who are subject to confidentiality obligations at least as protective as those herein. Confidentiality obligations do not apply to information that is (A) already known to the receiving party without restriction at the time of disclosure; (B) or becomes publicly available without breach of this Agreement; (C) or is rightfully received from a third party without obligation of confidentiality; or (D) is independently developed by the receiving party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that the signatory signing on its behalf is duly authorized, and that the execution and performance of this Agreement will not violate any agreement to which it is a party or any applicable law or regulation.

Notices

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Signatory Authority: Each signatory below represents that he or she is authorized to execute this Agreement on behalf of the party for which that person signs.

Sign Now