Business Reader Template

BUSINESS READER TEMPLATE

This Business Reader Agreement ("Agreement") is entered into between Company Name: and Reader Name: with an Effective Date of .

WHEREAS

WHEREAS, Company provides proprietary business materials, analyses, presentations and related information (collectively, "Materials") to select parties for review and comment; and

WHEREAS, Reader has been engaged to review the Materials and to provide feedback and limited advisory services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the relationship between them.

SCOPE OF WORK

Reader shall perform the review and related advisory tasks as described below. The specific deliverables, milestones and acceptance criteria are as follows:

PAYMENT TERMS

As consideration for services rendered under this Agreement, Company shall pay Reader in accordance with the terms below.

Any invoiced amount not paid within days shall incur a late fee of per month on the unpaid balance or the maximum permitted by law, whichever is less. Reader may suspend performance if payments are more than days overdue after written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination does not relieve Company of the obligation to pay for services performed through the effective date of termination and any non-cancellable commitments made by Reader in good faith.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Company to Reader, whether written, electronic or oral, that is designated as confidential or that reasonably should be understood to be confidential. Reader shall:

(a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely for the purpose of performing under this Agreement. Reader may disclose Confidential Information to its employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) was already known to Reader without obligation of confidentiality prior to disclosure; (ii) is or becomes publicly available through no fault of Reader; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If Reader is required by law, regulation or court order to disclose Confidential Information, Reader shall provide Company prompt written notice and cooperate with Company, at Company's expense, in any lawful effort to limit or contest such disclosure.

GOVERNING LAW

This Agreement 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 state and federal courts sitting in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written exhibits or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals 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.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

NOTICE ADDRESSES

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