Business Predisclosures

Business Predisclosures

Parties and Identifying Information

Entity Type: Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client desires to obtain certain goods and/or services from Provider and requires advance disclosure of material facts, relationships, and business practices that may affect the parties' decision to enter into a binding agreement; and

WHEREAS, Provider represents that the information provided in this Predisclosures statement is true, complete, and accurate to the best of Provider's knowledge and that Provider will update Client promptly if material changes occur prior to execution of any underlying agreement.

WHEREAS, the parties intend that the matters disclosed herein be considered in the negotiation of any subsequent agreement and that certain disclosures may be incorporated by reference into such agreement.

Predisclosures — Material Matters

For each item below, check "Yes" if the matter applies to Provider and provide a brief description where requested. Checking "No" indicates no disclosure is required for that item.

Conflicts of Interest: Yes No

Prior or Pending Litigation, Regulatory Proceedings, or Sanctions: Yes No

Financial Condition or Insolvency Events (e.g., bankruptcy filings, material defaults): Yes No

Material Relationships with Third Parties (vendors, affiliates, referral arrangements): Yes No

Use of Subcontractors or Material Outsourcing: Yes No

Data Processing, Sharing, or Transfer of Personal Information: Yes No

Known Intellectual Property Claims or Restrictions that may affect deliverables: Yes No

Scope of Work

Payment Terms

Term and Termination

This agreement shall commence on and shall continue until unless earlier terminated as provided below.

Confidentiality

Each party acknowledges that during negotiations and the term of any resulting agreement it may receive Confidential Information. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party agrees to (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing under the relevant agreement; and (c) restrict disclosure to employees or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as set forth herein. Confidential Information does not include information that is publicly available, independently developed without use of Confidential Information, or rightfully obtained from a third party without restriction.

Governing Law and Dispute Resolution

This Predisclosures statement and any underlying agreement shall be governed by the laws of the State of without regard to conflict-of-law principles. The parties agree to attempt good-faith negotiation of disputes prior to initiating litigation. Unless otherwise agreed, venue for any action shall be the state or federal courts located in the county where Provider maintains its principal place of business.

Certifications and Acknowledgments

Provider certifies, under penalty of perjury where applicable, that the information contained in this Predisclosures statement is true, accurate and complete as of the date signed. Provider agrees to notify Client in writing of any material change to the disclosed information prior to execution of any definitive agreement. Provider further acknowledges that Client may rely on these disclosures in deciding whether to proceed with negotiations or execution of a contractual relationship.

Entire Agreement

This Predisclosures statement constitutes the entire understanding between the parties with respect to the matters disclosed herein and supersedes all prior oral or written representations and understandings relating to such matters. Any subsequent agreement between the parties may incorporate these disclosures by reference and any amendment must be in writing signed by authorized representatives of both parties.

Additional Provisions

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