Business Reactivation Letter

BUSINESS REACTIVATION LETTER

This Business Reactivation Letter (the "Letter") is made and entered into by and between Business Name: and Recipient Name: (each a "Party" and together the "Parties") as of Effective Reactivation Date: .

WHEREAS

WHEREAS, Business Name: was previously active in the provision of goods and/or services under Agreement or Account Number: and such operations were suspended on Suspension Date: ;

WHEREAS, the Parties desire to effectuate reactivation of the business relationship and to define the terms, payment obligations, duties, and protections that will govern the resumption of services and/or account privileges;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Reactivation Fee Amount: . Payment shall be made in accordance with the schedule set forth below and is a condition precedent to full reactivation.

Late Payment: Any undisputed amount not paid when due shall accrue a late fee of on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is less. The non-paying Party shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if applicable): .

Either Party may terminate this Letter for convenience upon written notice delivered to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for cause where the other Party materially breaches this Letter and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each Party acknowledges that in connection with reactivation and any resumed operations it may receive Confidential Information of the other Party. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each Party shall: (a) use the Confidential Information solely for performance under this Letter; (b) restrict disclosure to its employees, agents or subcontractors with a need to know; and (c) exercise at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach of this Letter, independently developed without use of the other Party's Confidential Information, or rightfully received from a third party without restriction. The obligations of confidentiality survive termination for a period of three (3) years except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the corporate power and authority to enter into this Letter and to perform its obligations hereunder; (b) its execution and delivery of this Letter and performance of its obligations do not and will not violate any applicable law, contractual obligation, or fiduciary duty; and (c) to the best of its knowledge, there are no pending claims or actions that would prevent reactivation except as disclosed in writing to the other Party.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any disputes relating to this Letter.

ENTIRE AGREEMENT

This Letter, together with any attachments, exhibits, or referenced documents executed contemporaneously, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Letter shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

ADDITIONAL PROVISIONS

If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely approximates the economic and business intent of the original provision.

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