Business Record Template

BUSINESS RECORD TEMPLATE

Recitals

WHEREAS, the party identified as Party A: and the party identified as Party B: (each a "Party" and together the "Parties") desire to memorialize certain business records and the terms governing such records;

WHEREAS, this Business Record Template documents the scope, payment, confidentiality and retention terms applicable to services, deliverables, and records described herein and related attachments, effective as of the Effective Date: .

WHEREAS, the Parties intend for this document to serve as a definitive record of the agreed terms between the Parties and to govern the production, transfer, maintenance and confidentiality of the business records described below.

Scope of Work and Records

Payment Terms

Total consideration payable by Party B to Party A for the services and records described above is $ (the "Payment").

Late payment shall accrue interest at the lesser of (i) a rate of % per month, compounded monthly, or (ii) the maximum rate permitted by applicable law. All fees and expenses reasonably incurred in collecting delinquent amounts shall be recoverable by the unpaid Party.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and such breach remains uncured for a period of 15 days following written notice of such breach.

Upon termination, Party A shall deliver to Party B any completed deliverables and a pro rata invoice for work performed but not yet paid. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment obligations and confidentiality obligations.

Confidentiality

Each Party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that by its nature would reasonably be considered confidential. Each Party shall (i) use Confidential Information only for the purposes of performing this Agreement, (ii) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) exercise at least the same degree of care to protect the other Party's Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully known to the receiving Party prior to receipt from the disclosing Party; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation or valid order of a court or governmental authority subject to any legally permissible protective measures.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the Parties may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, together with all attachments and schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, and may be amended only by a written instrument signed by authorized representatives of both Parties.

Records, Retention and Attachments

Acknowledgement and Certifications

Each Party certifies that the information and records provided in connection with this Agreement are true, accurate and complete to the best of its knowledge, and that it has full authority to enter into and perform under this Agreement.

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