Business Operations Index (BOI) Form

Business Operations Index (BOI) Form and Services Agreement

Recitals

WHEREAS, Provider Name: is engaged in the business of collecting, maintaining, and indexing operational and compliance information for commercial entities; and

WHEREAS, Client Name: desires Provider to prepare and maintain a Business Operations Index for Client and to provide related services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to record operational details of Client’s business, the scope of indexing services, payment terms, and other contractual provisions as set forth below.

Business Identification

Corporation Limited Liability Company (LLC) Partnership Sole Proprietor Other

Operational Profile

Operating Locations

Primary Location:

Additional Location 1:

Additional Location 2:

Scope of Work

Provider will prepare, index, and deliver a Business Operations Index for Client that documents Client’s operational profile, locations, executive and beneficial ownership data, compliance-sensitive attributes and other operational metrics as described below. Provider’s obligations are strictly limited to the collection, verification, indexing, and secure storage of such information and the delivery of the Index as set forth in this Agreement.

Payment Terms

Client shall pay Provider for services rendered under this Agreement in accordance with the amounts and schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed amounts not paid when due shall accrue interest at the rate specified above. In the event of non-payment, Provider may suspend services after providing written notice in accordance with the Termination provisions below.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated under this Section.

Either party may terminate this Agreement for convenience upon written notice of Notice Period (days): days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider will deliver any completed portions of the Business Operations Index that have been paid for in full.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, operational, or other information disclosed by a party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those contained herein; and (c) not disclose Confidential Information to any third party except as required by law, provided that the receiving party provides prompt written notice to the disclosing party to permit the disclosing party to seek an appropriate protective order.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to information that constitutes trade secrets under applicable law, for which confidentiality obligations shall survive for as long as such information remains a trade secret.

Representations and Certifications

Client certifies that the information provided in this Business Operations Index Form is accurate and complete to the best of Client’s knowledge. Client agrees to promptly notify Provider in writing of any material changes to the information submitted.

Provider represents that it will perform services in a professional manner consistent with industry standards and in compliance with applicable laws and regulations governing data collection and retention.

Governing Law

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

Limitation of Liability

Except for liability arising from a party’s willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, punitive or special damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the amount actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

This Agreement, together with any schedules or exhibits incorporated herein and the Business Operations Index prepared by Provider, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

Any amendment or modification of this Agreement must be in writing and signed by both parties.

Acknowledgements

By signing below, each signatory certifies that they are authorized to bind the party for which they sign, that the information provided herein is accurate and complete, and that they accept the terms and conditions of this Agreement.

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