Business Official Communication

BUSINESS OFFICIAL COMMUNICATION

This Business Official Communication and Agreement ("Agreement") is made and entered into as of the Effective Date set forth below by and between:

Company Name:

and

Company Name:

RECITALS

WHEREAS, Company A is engaged in the provision of commercial services and facilities as set forth herein and represents that it has the capacity and authority to perform the services described in this Agreement; and

WHEREAS, Company B desires to engage Company A to perform certain services and deliverables described below on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Business Official Communication to constitute a binding agreement governing the relationship between the parties with respect to the subject matter herein.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Late Payment Fee:   Interest on overdue amounts shall accrue from the due date until paid at the rate specified above or, if no rate is provided, at the maximum rate permitted by applicable law.

TERM AND TERMINATION

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for material breach by providing written notice to the other party and a cure period of days. In addition, either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that by its nature should reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information which:

1. is or becomes publicly available without breach of this Agreement;
2. was rightfully known to the receiving party prior to disclosure;
3. is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
4. is required to be disclosed by law or by a court of competent jurisdiction, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment or protective order.

Upon termination or expiration of this Agreement, each party shall promptly return or certify destruction of Confidential Information of the other party, except that counsel may retain one archival copy for compliance purposes.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail (return receipt requested) and shall be effective upon receipt.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict-of-law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

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

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