Business RDQ Document

BUSINESS RDQ AGREEMENT

This Business RDQ Agreement (the "Agreement") is entered into as of by and between (hereafter "Client") and (hereafter "Provider").

WHEREAS

WHEREAS, Client requires preparation, compilation and delivery of a business RDQ (Risk & Due Diligence Questionnaire) and related materials to support Client's internal review and third-party diligence; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to prepare the RDQ deliverables described herein and is willing to provide such services to Client subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the preparation, delivery, and use of the RDQ deliverables.

SCOPE OF WORK

Provider shall deliver the RDQ deliverables described above and any supporting exhibits, data files and executive summaries (collectively, the "Deliverables"). Provider shall perform the services in a professional and workmanlike manner conforming to generally accepted industry standards and shall assign competent personnel to complete the work.

PAYMENT TERMS

All invoices are due according to the Payment Schedule. Unpaid amounts shall bear interest at the Late Payment Fee rate specified above, calculated monthly, in addition to any collection costs. Provider may suspend performance if Client fails to pay undisputed amounts within ten (10) days of written notice of non-payment.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall expire on .

Either party may terminate this Agreement for convenience upon providing the other party the number of days' written notice specified above. Either party may terminate immediately for material breach by the other party if the breach remains uncured for fifteen (15) days following written notice. Termination shall not relieve Client of its obligation to pay for all services rendered and Deliverables provided up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or operational information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, including the Deliverables, trade secrets, and any data designated as confidential. Confidential Information does not include information that (i) is or becomes publicly known other than by a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and limits disclosure to the required minimum.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) permit access only to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as the information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY AND USE OF DELIVERABLES

Provider retains ownership of Provider's pre-existing methodologies, templates and know-how. Upon final payment in full, Provider assigns to Client a perpetual, non-exclusive, worldwide license to use the Deliverables for Client's internal business purposes. Any reuse of Deliverables by Client for commercial redistribution shall require separate written permission and may be subject to additional fees. Client shall not remove Provider's proprietary notices from Deliverables.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has the right and authority to enter into this Agreement. Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation between senior representatives; if unresolved within thirty (30) days, the dispute may be submitted to binding arbitration in accordance with the commercial arbitration rules agreed by the parties.

ENTIRE AGREEMENT

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

NOTICES

Notices under this Agreement shall be given in writing and shall be deemed delivered upon receipt when delivered personally, by certified mail, or by overnight courier to the addresses set forth above or such other address as either party may specify in writing.

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