Business Manifestations Document

Business Manifestations Document

Parties

Recitals

WHEREAS, Party A, a business entity engaged in commercial operations, has prepared and desires to present certain factual statements, declarations and agreed manifestations of business status and intent (collectively, the "Manifestations") to Party B for the purposes described herein; and

WHEREAS, Party B has reviewed and will rely upon the Manifestations for planning, contractual, or transactional decisions conditioned on the representations, warranties and undertakings set forth in this document; and

WHEREAS, the parties intend by this Business Manifestations Document to set forth the scope, limitations, payment terms (if any), confidentiality obligations, and governing law applicable to the Manifestations and related actions.

Scope of Manifestations

Party A will provide the Manifestations described below. The Manifestations shall include factual declarations, timelines, identified assets, business processes, proposed actions, and any attachments incorporated by reference. Party B's use of the Manifestations is limited to the purposes expressly set forth in this document.

Payment Terms

In consideration for the Manifestations and any services performed by Party A, Party B shall pay Party A the amounts and on the schedule described below. All payments shall be made in United States dollars unless otherwise agreed in writing.

A deposit of is due upon execution of this document. Final payment is due within days after delivery of the final Manifestation materials.

Any past due amount shall accrue a late fee of and interest at the lesser of the maximum lawful rate or per missed payment in addition to collection costs.

Term and Termination

This Business Manifestations Document shall become effective as of and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this document for convenience upon written notice delivered at least days prior to the intended termination date. Termination for material breach by either party may be effected immediately where the non-breaching party provides written notice and the breaching party fails to cure the breach within thirty (30) days following receipt of such notice.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party in connection with this document that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this document; and (c) use Confidential Information solely to perform its obligations or exercise its rights hereunder.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief.

The confidentiality obligations shall survive termination of this document for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has full authority to enter into this document and to perform its obligations. Party A further represents that the Manifestations are true and correct to the best of its knowledge as of the effective date, and that it has not omitted material facts that would render the Manifestations misleading.

Governing Law; Dispute Resolution

This document shall be governed by and construed in accordance with the laws of without regard to choice-of-law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this document through negotiation for a period of thirty (30) days prior to initiating formal dispute resolution; if unresolved, disputes shall be resolved by the courts located within the stated jurisdiction, and each party consents to personal jurisdiction and venue therein.

Entire Agreement; Miscellaneous

This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements, understandings, or communications relating thereto. No modification, amendment, or waiver shall be effective unless in writing and signed by both parties.

If any provision of this document is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this document without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

Acknowledgment

Each signatory below certifies that they are duly authorized to execute this Business Manifestations Document on behalf of the party for which they sign, that they have read and understand all provisions contained herein, and that the representations and undertakings contained in this document are binding obligations enforceable in accordance with their terms.

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