Business Questions Form

Business Questions Form

This General Business Agreement and Business Questions Form (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Parties and Contact Information

WHEREAS

WHEREAS, Client operates a business engaged in the provision, sale or development of certain products and services and requires professional services and factual business information to support strategic decisions; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to provide advisory, research, or consulting services and to collect, analyze, and present business information in the form requested by Client; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms that will govern the engagement and the collection and submission of business questions and responses.

Scope of Work

Service Provider will perform the services and prepare the deliverables described below. Deliverables will be provided in writing and, where applicable, in electronic file formats mutually agreed by the parties.

Business Questions — Client Responses

Payment Terms

Client agrees to pay Service Provider the amounts and according to the schedule set forth below. Invoices shall be payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear interest at a rate of on unpaid balances, calculated monthly and compounded, or the maximum lawful rate if less.

Term and Termination

This Agreement shall commence on and shall continue through unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within a commercially reasonable cure period following written notice.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial data, customer lists, pricing, technical information, and any responses to the business questions contained herein. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was already known to the receiving party at the time of disclosure; or (iv) is independently developed without reference to the Confidential Information. Upon termination or expiry, the receiving party shall, at disclosing party's election, return or destroy all Confidential Information and certify destruction in writing.

Intellectual Property and Use of Responses

Unless otherwise agreed in writing, Client retains ownership of pre-existing intellectual property and any factual information supplied by Client. Service Provider retains ownership of its pre-existing methodologies, analyses, templates, and deliverable formats. Client grants Service Provider a limited, non-exclusive license to use Client-provided materials solely to perform the Services. The parties shall identify any deliverables intended to be assigned; assignment must be set forth in a separate written instrument signed by both parties.

Representations; Compliance

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement, and that it will comply with all applicable laws and regulations in performing its obligations. Client certifies that responses and information provided in this Business Questions Form are accurate to the best of Client's knowledge and belief as of the date signed.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by the courts of the selected jurisdiction or by alternative dispute resolution if mutually agreed.

Limitation of Liability

Except for liability arising from wilful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether in contract, tort, strict liability, or otherwise. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Entire Agreement; Amendments

This Agreement, including the business questions and responses completed herein and any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Acknowledgement

The undersigned certify that they are authorized representatives of their respective parties, that they have read and understand this Agreement, and that they agree to be bound by its terms.

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