Business Recollection Document

Business Recollection Document

Client Name:

Provider Name:

Recitals

WHEREAS, Client retains Provider to reconstruct, collect, and summarize business records, transaction histories, and related recollections pertinent to the matters described below; and

WHEREAS, Provider represents that it has the requisite expertise and will exercise reasonable professional care in locating, reconstructing, and documenting recollected business information and will produce deliverables as set forth in this document; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the recollection engagement effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Provider will perform recollection services limited to the activities and deliverables specifically described in this Scope. Provider's obligations do not include legal advice, auditing opinion, or forensic accounting unless separately engaged in writing.

Payment Terms

Total Fee: (amount payable by Client to Provider for the services described herein)

Initial Deposit: due upon execution of this document.

Late Payment: Interest accrues on past-due amounts at a rate of or the maximum permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs.

Term and Termination

Term Commencement: . Term Completion / End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure within a reasonable period not to exceed 15 days after receipt of notice.

Upon termination, Client will pay Provider for all work performed to the effective date of termination and for reasonable wind-down costs incurred to preserve recollected materials.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business information disclosed by one party to the other in any form, including but not limited to financial records, client lists, trade secrets, and recollected narratives. Provider acknowledges that recollected materials may contain Client Confidential Information.

Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted herein or required by law, and (c) use Confidential Information only for the purposes of performing obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties and Limitation of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. Except for the foregoing warranty, Provider disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose.

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Client under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties: , without regard to its conflicts-of-law rules.

Entire Agreement

This document, including any attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the mail with first-class postage prepaid.

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