Business Notification Model

BUSINESS NOTIFICATION MODEL

Parties and Notices

Notification Reference No.:    Effective Date:

Recitals

WHEREAS, Notifying Party is engaged in the business identified above and, in the ordinary course of business, issues formal notices to counterparties regarding material changes to operations, ownership, contact information, or services; and

WHEREAS, Receiving Party is a recipient of notices from Notifying Party and requires a clear statement of the content, timing, and responsibilities associated with such notices; and

WHEREAS, the parties wish to set forth the terms and procedures under which the Notifying Party shall deliver notifications and the Receiving Party shall accept and respond to such notifications consistent with this agreement.

Scope of Notification

The Notifying Party shall provide written notification to the Receiving Party concerning material matters including, but not limited to, change of corporate address, change of ownership or control, suspension or termination of services, material changes to terms of service or pricing, and any other matters identified in this section.

Delivery Methods (select all that apply): Email Certified Mail / Physical Delivery Secure Portal Other

Payment Terms

In consideration for services related to preparing, delivering, and managing notifications as described herein, Receiving Party shall pay Notifying Party the amounts and on the schedule set forth below. All amounts are stated in the currency agreed by the parties. Invoices are due in accordance with this section and are subject to the late fee set forth below.

Payment Terms: Invoice due within days of invoice date. Late payments accrue interest at or the maximum allowed by law, whichever is lower.

All fees are exclusive of taxes. The Receiving Party shall be responsible for sales, use, value-added, or similar taxes, unless a valid exemption is provided in writing.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within 15 days after receiving written notice of the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes notification content, recipient lists, pricing, and business processes.

Receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to its employees, agents or contractors who have a need to know and are bound by obligations of confidentiality no less restrictive than those in this Agreement, and shall not use Confidential Information for any purpose other than the performance and receipt of notifications contemplated by this Agreement.

The confidentiality obligations shall not apply to information that (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with reasonable efforts to limit such disclosure.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email (sent to the designated contact), and shall be deemed given upon receipt. Notices to the Notifying Party shall be sent to:

Liability, Indemnity and Insurance

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental or consequential damages arising from the performance of notifications. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or its negligent acts or omissions in connection with notification activities.

The Notifying Party will maintain commercially reasonable insurance appropriate to the scope of services and, upon request, provide evidence of such insurance to the Receiving Party.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise required by law.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability and Assignment

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

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