Business Marker Form

BUSINESS MARKER FORM

Parties and Administrative Details

Recitals

WHEREAS, Client operates the business identified as and requires a formal record marker to indicate the status of certain matters affecting that business;

WHEREAS, Provider represents that it is duly qualified and has the experience and authority to place and manage a business marker in accordance with Client's instructions and applicable recordkeeping practices; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will create, publish, maintain and, if directed, remove the Business Marker referenced herein.

Scope of Work

Provider will perform the following services with respect to the Business Marker. Provider must act only on instructions received from Client representatives identified in this form and in accordance with the terms below.

Payment Terms

Client shall pay Provider for services performed under this Agreement in accordance with the following schedule and amounts. All monetary amounts are expressed in U.S. dollars unless otherwise stated.

Late payments shall accrue a late fee as set forth below. Client remains responsible for collection costs and reasonable attorney fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement becomes effective on the Effective Date and continues for the Term specified below unless earlier terminated in accordance with this section.

Effective Date:

Term End Date:

Either party may terminate for material breach if the breaching party fails to cure within the notice period set forth above. Provider may suspend marker services for nonpayment upon providing written notice in accordance with this Agreement.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive confidential and proprietary information of the other party ("Confidential Information"). Each party shall (a) hold Confidential Information in strict confidence, (b) use it only for purposes of performing obligations under this Agreement, and (c) not disclose it to third parties except to those employees, agents or subcontractors with a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, already known to the receiving party at the time of disclosure, or lawfully received from a third party without restriction.

Representations; Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement. Client shall indemnify and hold harmless Provider from any claims, liabilities or costs arising from Client's instructions that are unlawful, inaccurate, or otherwise impose an improper marker. Provider shall indemnify Client for Provider's gross negligence or willful misconduct in performing the services specified herein.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation. Venue for any litigation shall lie in the courts of the governing law state identified by the parties.

Entire Agreement; Miscellaneous Provisions

This Agreement, including any attachments and incorporated schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Acknowledgment

Each signatory below certifies that they are authorized to bind the party for which they sign, that they have read and understand the terms of this Agreement, and that the terms set forth herein are fair and reasonable.

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