Business NOF Document

Business NOF Document

Parties

Client Name:   Business Entity Type: Corporation LLC Other

Service Provider Name:

Recitals

WHEREAS, Client Name is engaged in the operation of its business and requires certain financings, disbursements, or formal notices related to business transactions (the NOF services); and

WHEREAS, Service Provider Name has represented that it has the experience and capacity to prepare, deliver, and administer Notices of Funding, Notices of Fulfillment, or similar notices (collectively, NOF) and to perform ancillary services necessary to effect the NOF transactions; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will prepare and issue NOF on behalf of the Client and the payment, confidentiality, termination, and governing law provisions applicable to such work.

Scope of Work

The Service Provider shall perform the services described above with due care and in accordance with industry standards. Deliverables shall include preparation of the NOF document(s), verification of funding prerequisites where applicable, and delivery to the parties and addresses specified in this Agreement.

Payment Terms

All amounts payable under this Agreement are exclusive of taxes. If the Client fails to make any payment when due, the Service Provider may suspend performance after ten (10) days written notice and charge interest or late fees as set forth above until payment is made in full.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with the notice period specified above. Termination for cause may occur immediately upon written notice if a material breach is not cured within fifteen (15) days of receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public business, financial, technical, and other information disclosed in any form and marked or reasonably understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as required for performance under this Agreement or by law, and (c) restrict disclosure to employees or contractors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and information that qualifies for longer protection under applicable law shall remain protected for as long as such information retains trade secret status.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses above by certified mail, courier, or personal delivery and shall be deemed received upon delivery or refusal.

Representations and Warranties; Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional manner. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that state for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including any schedules and exhibits attached hereto, 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 oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Acknowledgment

By signing below, the parties acknowledge that they have read and understood this Agreement, that they have authority to enter into this Agreement, and that they agree to be bound by its terms.

Sign Now