Business Knowledge Form

BUSINESS KNOWLEDGE FORM

Disclosing Party Name:    Receiving Party Name:

WHEREAS

WHEREAS, Disclosing Party operates a business engaged in the provision of goods and/or services described herein and possesses information regarding its operations, ownership, financial condition, customers, vendors, intellectual property, compliance matters and other business knowledge that may be material to the Receiving Party’s evaluation of a potential commercial relationship;

WHEREAS, Receiving Party requires certain business information from Disclosing Party in order to perform due diligence, to negotiate commercial terms, and to assess ongoing performance and compliance; and

WHEREAS, the parties agree that the exchange of such business knowledge shall occur subject to the terms and conditions set forth in this Business Knowledge Form and any related confidentiality obligations between the parties.

BUSINESS IDENTIFICATION

KEY CONTACTS & PRINCIPALS

OPERATIONS, PRODUCTS & FINANCIALS

COMPLIANCE, INSURANCE & RISK

Licenses / Permits Held:

Has the company been subject to bankruptcy, receivership, or insolvency proceedings?  No   Yes — if yes, provide details below.

Anti-bribery / Anti-corruption compliance program in place:  No   Yes

SCOPE OF WORK

The Disclosing Party shall provide the Receiving Party with the business information and documentation reasonably necessary to complete due diligence, including but not limited to corporate formation documents, financial statements, contracts with key customers and vendors, insurance certificates, compliance policies, and other materials described below.

PAYMENT TERMS

Compensation for services or costs associated with the information exchange, if any, shall be as follows:

Late payment shall incur interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law. Responsibility for taxes and withholding shall be allocated in accordance with law and any separate agreement between the parties.

TERM AND TERMINATION

This Business Knowledge Form is effective as of the Effective Date and continues for the period necessary to complete the scope of work or as otherwise terminated in accordance with this section.

Either party may terminate this arrangement for material breach by the other party that remains uncured following written notice and the expiration of the notice period specified above. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations.

CONFIDENTIALITY

All business information provided by the Disclosing Party and identified as confidential, together with any non-public information reasonably understood to be confidential under the circumstances, shall be treated as Confidential Information. Receiving Party shall (a) use such Confidential Information solely for the purposes set forth in this form, (b) restrict disclosure to employees, advisors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) employ commercially reasonable measures to protect such Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that is or becomes publicly known through no breach by Receiving Party, that was already known to Receiving Party without restriction prior to disclosure, or that is independently developed by Receiving Party without use of Disclosing Party’s Confidential Information. In the event Receiving Party is compelled by law or valid process to disclose Confidential Information, Receiving Party shall provide prompt notice to Disclosing Party and cooperate to seek appropriate protective measures.

INTELLECTUAL PROPERTY

GOVERNING LAW; ENTIRE AGREEMENT

This Business Knowledge Form shall be governed by and construed in accordance with the laws of the state chosen by the parties below without regard to conflict of law principles. Any dispute arising out of or relating to this Form shall be resolved in the state or federal courts located within that jurisdiction unless the parties agree otherwise in writing.

This Business Knowledge Form, together with any contemporaneous written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings and agreements relating thereto. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS & CERTIFICATIONS

The undersigned represent and warrant that they are authorized to provide the information supplied herein on behalf of the identified party, that the information is true and accurate to the best of their knowledge as of the date signed, and that they will promptly notify the other party of any material change to such information.

REFERENCES

MISCELLANEOUS PROVISIONS

Notices required by this Form shall be in writing and delivered to the parties at the addresses provided above. If any provision of this Form is held invalid or unenforceable, the remainder of the Form shall remain in full force and effect. No waiver of any breach will constitute a waiver of any other or subsequent breach.

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