Business Moral Letter

BUSINESS MORAL LETTER

This Business Moral Letter Agreement (the "Agreement") is entered into on by and between:

RECITALS

WHEREAS, Provider is engaged in the business of preparing written attestations, statements, and letters concerning the moral character and reputation of individuals and entities, and possesses the experience and resources to perform such services; and

WHEREAS, Recipient has requested that Provider prepare and deliver a Business Moral Letter regarding: (the "Subject"), and Provider is willing to prepare such letter under the terms set forth herein; and

WHEREAS, the parties desire to set forth their rights, obligations and the terms under which Provider will prepare and furnish the Business Moral Letter.

SCOPE OF WORK

Provider shall prepare, finalize and deliver a written Business Moral Letter concerning the Subject. The letter shall reflect Provider's professional findings and representations based on Provider's reasonable investigation, which may include reference checks, review of provided documents, and interviews as necessary. Provider's obligations include preparing a single original letter and up to certified copies, if requested in writing.

PAYMENT TERMS

Recipient shall pay Provider for the services described above as follows:

Overdue amounts shall incur interest at per month (or the maximum permitted by law), plus all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue in effect until the earlier of completion of the services described in the Scope of Work or termination as provided herein. The anticipated completion or end date is:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation under this Agreement and such breach remains uncured for days following receipt of written notice specifying the breach. Upon termination, Recipient shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, personal and other information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Recipient and Provider agree:

1. To hold Confidential Information in strict confidence and to use it solely for the purposes of performing this Agreement.

2. Not to disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

3. The obligations in this Section shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party.

Notwithstanding the foregoing, Provider may disclose the existence of this Agreement and minimal identifying information about the engagement for recordkeeping or compliance, provided that such disclosure does not reveal substantive Confidential Information about the Subject or the content of the Moral Letter.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Recipient acknowledges that Provider does not guarantee specific outcomes, and that any moral or reputational assessments are based on the information reasonably available to Provider at the time of preparation. Provider's liability for any claim arising out of this Agreement shall be limited to the total fees paid by Recipient to Provider under this Agreement, except in the case of willful misconduct or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work described herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with the sale of substantially all of its assets.

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