Business Operations Listing

BUSINESS OPERATIONS LISTING

Parties

Recitals

WHEREAS, Listing Provider operates the business identified and described in this Listing and is engaged in certain commercial activities and operations that Provider intends to disclose to Recipient for the purpose of evaluation, marketing, sale, financing, or other commercial transactions; and

WHEREAS, Recipient wishes to receive a detailed listing of business operations, assets, personnel, and related information for the limited purposes set forth in this Agreement and agrees to treat such information in accordance with the confidentiality and use restrictions specified below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will prepare, deliver, and maintain the Business Operations Listing and under which Recipient may use that Listing.

Effective Date

This Business Operations Listing is effective as of (the Effective Date).

Scope of Work

Provider shall prepare and deliver a written Business Operations Listing that accurately and in good faith discloses the Provider’s operational details, as described below. The Listing shall be delivered in electronic or printed form as agreed by the parties.

Business Operations Listing Details

The Listing shall include, at a minimum, for each named operation or department: title or name of operation; physical or virtual location; principal activities and processes; summary of key employees and roles; hours of operation; equipment and material inventory; monthly or annual revenue attributable to the operation; and any regulatory or licensing status relevant to operation.

(Additional operation entries may be attached by Provider as an addendum and shall be incorporated into this Listing by reference.)

Payment Terms

Recipient shall pay Provider the fees set forth below in consideration for preparing and delivering the Business Operations Listing and any associated services.

If payment is not received by the applicable due date, late payments shall incur a late fee equal to on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or sensitive business information disclosed by Provider to Recipient in connection with the Listing, whether disclosed orally, visually, or in writing, and including operational procedures, personnel information, customer lists, financial data, pricing, supplier contracts, and technical processes. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, independently developed by Recipient without use of Provider’s Confidential Information, or rightfully obtained from a third party who has the right to disclose it.

Recipient shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes expressly authorized in this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Recipient shall be responsible for any breach by its permitted recipients.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Representations and Warranties

Each party represents and warrants that it has authority to enter into this Agreement and that performance under this Agreement will not violate any applicable law, contract, or other obligation. Provider represents that the Listing will be prepared with commercially reasonable care and shall be accurate to the best of Provider's knowledge as of the date of delivery; however, Provider makes no warranty as to future performance or undisclosed liabilities.

Limitation of Liability

Except for liability arising from willful misconduct or a material breach of the confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Provider's total liability arising out of or related to this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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 Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets. Any prohibited assignment shall be void.

Sign Now