Business Masterfile Form

BUSINESS MASTERFILE FORM

General Business Agreement — Recitals

WHEREAS, the Business identified below (the Business) desires to register and maintain a masterfile record for administrative, contracting, and billing purposes as set forth in this Agreement effective as of ; and

WHEREAS, the undersigned counterparty (the Counterparty) requires the Business to provide accurate corporate and contact information and to accept the terms for services and transactions that reference this masterfile record;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree that the Business Masterfile shall be established and maintained under the following terms and conditions.

Business Identification

Corporation LLC Partnership Sole Proprietorship Other

Scope of Work / Masterfile Purpose

The Business Masterfile shall be used to establish the Business as an approved entity for commercial, procurement, billing, or administrative interactions with the Counterparty. The Business represents that the information provided is accurate and authorizes its use for the purposes described below.

Payment Terms

All payments for services or goods ordered under this Masterfile shall be made in accordance with the following terms unless otherwise agreed in writing for specific engagements.

Unless otherwise specified in a separate statement of work, invoices undisputed in writing within ten (10) business days shall be deemed accepted. The Business shall be responsible for any taxes, duties, or similar governmental charges unless the parties agree in writing otherwise.

Term and Termination

This Masterfile Agreement commences on and continues until , unless earlier terminated as provided herein.

Either party may terminate this Masterfile upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches any obligation hereunder and fails to cure within thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each party agrees that Confidential Information of the other party shall be held in confidence and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. "Confidential Information" means non-public business, technical, financial, or other information disclosed by a party that is marked or otherwise identified as confidential, or that a reasonable recipient would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information only to perform its obligations under this Masterfile and related transactions; (b) restrict access to Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Representations, Governing Law, and Remedies

Each party represents and warrants that it has full authority to enter into this Masterfile and that the information provided in this form is true, complete, and not misleading. Each party's liability under this Masterfile shall be subject to applicable limitations agreed in subsequent statements of work and, absent willful misconduct, shall not exceed direct damages.

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Venue for any dispute arising out of or relating to this Agreement shall be in courts of competent jurisdiction located in that State.

Entire Agreement and Amendments

This document, together with any schedules, statements of work, purchase orders, or other writing signed by authorized representatives of the parties that explicitly reference this Masterfile, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Masterfile shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Administrative Information

Representations and Certification

The undersigned certifies that the information supplied in this Business Masterfile Form is true, complete and accurate to the best of their knowledge, that they are authorized to provide such information on behalf of the Business, and that they will promptly notify the Counterparty in writing of any changes to the information provided herein.

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