Business Notes OhioRise

Business Notes OhioRise

Effective Date:

Recitals

WHEREAS, Service Provider Name: is engaged in the business of providing advisory, financial note structuring, and related business services; and

WHEREAS, Client Name: desires to retain Service Provider to assist with issuance, administration, and advisory services in connection with certain business notes and related financial instruments; and

WHEREAS, the Parties wish to set forth the terms and conditions governing the Services, Payment Terms, confidentiality obligations and other material provisions as set forth in this Agreement.

Scope of Work

Service Provider shall perform the services described below and any additional tasks mutually agreed in writing by the Parties. Service Provider will exercise commercially reasonable efforts to achieve the deliverables and milestones set forth herein.

Payment Terms

Total Consideration: $ payable in accordance with the Payment Schedule set forth below.

Invoicing: Service Provider shall submit invoices describing services rendered, applicable milestones achieved, and any reimbursable expenses. Client shall pay undisputed amounts within days of receipt of an invoice.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law, if lower). In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Termination: Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within days after written notice specifying the breach. Either Party may terminate without cause upon days' prior written notice to the other Party.

Effect of Termination: Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections pertaining to confidentiality, indemnification, payment of outstanding sums, and governing law shall survive termination or expiration.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary or business information disclosed by one Party to the other in any form that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.

Obligations: Each Party agrees to (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions and Required Disclosures: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the recipient prior to disclosure; or (iii) is independently developed without use of the discloser's Confidential Information. A Party may disclose Confidential Information as required by law or regulation, provided the disclosing Party gives prompt notice to the other Party where permitted.

Duration: The obligations in this Confidentiality section shall remain in effect for years following the termination or expiration of this Agreement, except as to trade secrets where protection shall continue as permitted by law.

Notices

Governing Law; Dispute Resolution

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 rules.

Dispute Resolution: The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within days, the Parties may pursue mediation or other consensual dispute resolution before initiating litigation. Nothing in this paragraph prevents either Party from seeking injunctive relief.

Miscellaneous

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or successor by merger or sale of substantially all its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties.

Entire Agreement

Integration: This Agreement, together with any exhibits, schedules or written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

Amendment: Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

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