Business Redacted Document

BUSINESS REDACTED DOCUMENT

Parties

Recitals

WHEREAS, Client Name: seeks to retain the Provider to perform certain business services and to permit limited disclosure of documents in redacted form; and

WHEREAS, Service Provider Name: has the capacity and expertise to perform the services described in this Agreement and will adhere to redaction and confidentiality procedures set forth herein.

Agreement Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider shall perform the services described below. The description shall include deliverables, milestones, formats, and redaction requirements.

Provider shall produce work products in both original and redacted forms where required. Client may require certification that redactions comply with the redaction specification.

Payment Terms

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: If any undisputed amount is not paid within days after the due date, interest shall accrue at or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs and attorney fees incurred by Provider for recovery of past due amounts.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Material breach not cured within days following written notice may be the basis for immediate termination. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral, written, electronic, or derived from inspection of documents or materials, including without limitation business, financial, technical, operational, client, employee, and redaction-sensitive information. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is already known to the receiving party at the time of disclosure as evidenced by written records; (c) is lawfully obtained from a third party without restriction and without breach of a confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (i) maintain 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 reasonable care; (ii) limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information only for the purposes of performing obligations under this Agreement. Upon written request or upon termination of this Agreement, receiving party shall return or destroy Confidential Information as directed and certify such return or destruction in writing.

Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by law, regulation, subpoena or court order, provided that the disclosing party gives the other party prompt written notice and cooperates reasonably, at the requesting party's expense, in any lawful effort to limit such disclosure and to obtain confidential treatment.

Redaction Certification

Provider shall certify in writing that redacted documents comply with the redaction specification and that redaction has been performed in a manner that prevents recovery of redacted data through commonly available tools and methods. Certification shall be provided as part of delivery of each applicable work product.

Indemnification and Limitations

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, damages, liabilities, costs and expenses (including reasonable attorney fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits, attachments and written proposals incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification of 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 a party may designate by written notice in accordance with this section. Notices shall be deemed given when personally delivered, sent by certified mail (return receipt requested), or sent by recognized overnight courier and confirmed.

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