Business Memory Reliance Template

BUSINESS MEMORY RELIANCE AGREEMENT

Parties

Recitals

WHEREAS, Company and Provider wish to document, reconstruct and preserve certain business knowledge, events, processes and recollections of Provider relevant to Company's operations, contracts, projects and historical records as of the effective date of this Agreement; and

WHEREAS, Provider has personal knowledge and recollection of facts, decisions and practices material to the matters described in the Scope of Work and agrees to prepare written and recorded statements based on Provider's memory, subject to the terms and protections set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Provider shall prepare and deliver to Company memoranda, chronologies, interviews, recorded statements, annotated timelines, and other documentary or recorded materials that reflect Provider's contemporaneous recollection or reconstructed memory of the matters described below. Deliverables shall be prepared with reasonable care, clearly identified as recollections or reconstructions, and accompanied by a statement of the basis for Provider's recollection where practicable.

2. Reliance; Representations

Provider represents and warrants that all statements and documents provided under this Agreement are prepared in good faith to the best of Provider's present recollection. Provider acknowledges that human memory is fallible; Provider will indicate where recollection is uncertain or reconstructed and will identify sources (documents, communications, or third-party recollection) that inform Provider's statements when available.

Company may rely on the materials delivered by Provider for internal decision-making, historical records, regulatory responses, contractual performance and litigation preparedness. To the extent Provider knowingly provides materially false information, Provider shall indemnify Company for direct losses resulting from such deliberate misrepresentations, subject to the limitations set forth in Section 8.

3. Payment Terms

As consideration for Provider's performance, Company shall pay Provider the total fee set forth below in accordance with the schedule specified. Provider shall submit invoices itemizing time, expenses and deliverables.

Late payments shall bear interest as indicated below and Company shall be responsible for reasonable collection costs.

4. Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date unless earlier terminated in accordance with this Section.

Effective Date:    Completion Date:

Either party may terminate this Agreement for material breach that remains uncured thirty (30) days after written notice. Upon termination, Provider shall deliver all work in progress and shall be paid for all accepted work performed through the effective date of termination.

5. Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed under this Agreement, including Provider's memoranda and Company's business information, excluding information that (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

The receiving party shall use Confidential Information solely for the purposes permitted by this Agreement, restrict access to those employees and advisors with a need to know, and implement reasonable safeguards to prevent unauthorized disclosure. Required disclosures by law shall be made only after prompt notice to the disclosing party when permissible and subject to reasonable cooperation to seek protective measures.

6. Records, Retention & Authentication

Provider shall retain copies of research notes, source documents and drafts for a period of at least three (3) years following delivery of final materials, subject to applicable law. Provider will, on reasonable request, certify the provenance of materials and provide sworn or notarized statements if required by Company for legal proceedings.

7. Indemnification; Limitation of Liability

Provider shall indemnify and hold harmless Company from direct losses arising from Provider's intentional misrepresentation or gross negligence in preparing deliverables. Except for indemnity obligations for intentional misrepresentation, neither party shall be liable for consequential, special or punitive damages. Aggregate liability shall be limited to the fees paid under this Agreement in the twelve (12) months preceding the claim.

8. 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 conflicts of law principles. The parties agree to attempt good faith negotiation and, if unresolved within forty-five (45) days, to submit disputes to binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

9. Miscellaneous; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

The undersigned representatives each represent that they are duly authorized to execute this Agreement on behalf of the party for which they sign, and that the party accepts and agrees to be bound by the terms herein.

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