Business Received Document

Business Received Document

Parties

Recitals

WHEREAS, Provider is engaged in the business of preparing, compiling, and delivering business documents, materials, and related deliverables (collectively, the Deliverables); and

WHEREAS, Recipient requested and agreed to receive the Deliverables described in this document and to abide by the terms and conditions set forth herein; and

WHEREAS, Provider has delivered, and Recipient has received, the Deliverables on or about .

Acknowledgement of Receipt

Recipient hereby acknowledges receipt of the Deliverables identified below and represents that, upon inspection, the Deliverables are in substantially the same condition as when delivered unless otherwise noted. Recipient further acknowledges that possession of the Deliverables transfers subject to the terms of this Agreement.

Scope of Work

Provider shall provide the Deliverables and perform the services described below. The Deliverables and services will include, at minimum, the following scope:

Payment Terms

In consideration for the Deliverables and services, Recipient shall pay Provider the fees and charges set forth below in accordance with the invoicing and payment schedule.

Term and Termination

This Agreement commences on and shall continue in force until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice where the non‑defaulting party identifies a material breach that is not cured within 10 days following written demand to cure.

Confidentiality

For the purposes of this Agreement, "Confidential Information" includes nonpublic business, financial, technical and other information disclosed by either party to the other, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) not use Confidential Information for any purpose other than performance and enforcement of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was known to Recipient at the time of disclosure as demonstrated by written records; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to the disclosing party's Confidential Information. Upon termination or written request, Recipient shall promptly return or destroy all Confidential Information and certify destruction in writing.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions in performance of the Deliverables.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Certification and Acceptance

By signing below, Recipient certifies that the Deliverables listed above were received in the condition noted at the time of delivery and that Recipient accepts the Deliverables subject to the terms of this Agreement. Provider certifies that the Deliverables were delivered as represented.

Sign Now