Business Reference Agreement

BUSINESS REFERENCE AGREEMENT

Reference Provider Name:     Reference Provider Address:

Reference Recipient Name:     Reference Recipient Address:

Effective Date:

RECITALS

WHEREAS, Reference Provider maintains business knowledge, experience, and certain customer and transaction history relevant to the services and qualifications of the Reference Recipient or its designated subject(s); and

WHEREAS, Reference Recipient has requested that Reference Provider provide a written and/or verbal reference concerning the business activities, credit, performance, or other specified matters described herein, and Reference Provider is willing to provide such reference under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that any reference given will be provided in good faith, subject to limitations and protections set forth in this Agreement.

SCOPE OF REFERENCE

Reference Provider shall provide factual and opinion statements, and such supporting documentation as agreed, concerning the subject identified by Reference Recipient. The scope of permissible topics, format, and recipients of the reference are limited as follows:

PAYMENT TERMS

If any undisputed payment is not received within days of the due date, an additional late fee of shall accrue on the overdue amount and continue until paid. Charges for collection, including reasonable attorneys' fees, shall be recoverable by the non-breaching party.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall not relieve the Recipient of obligations to pay fees accrued prior to the effective date of termination or obligations that by their nature survive termination.

CONFIDENTIALITY

The parties acknowledge that in connection with providing or receiving references, Confidential Information may be exchanged. "Confidential Information" means non-public business, financial, customer, or technical information designated as confidential or that reasonably should be understood to be confidential.

Each recipient of Confidential Information shall: (a) hold such information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein; and (c) use Confidential Information solely for the purpose of evaluating or relying on the reference described in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was lawfully known to the recipient prior to disclosure; (iii) is independently developed by the recipient without reference to the discloser's Confidential Information; or (iv) is required to be disclosed by law or by a court or governmental authority, provided that, to the extent permitted, the recipient gives prompt notice to the discloser to permit seeking a protective order.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Reference Provider represents that to the best of its knowledge any factual statements provided will be truthful and accurate as of the date given. No party makes any other express or implied warranty, including warranties of merchantability or fitness for a particular purpose.

Reference Recipient shall defend, indemnify and hold harmless Reference Provider and its affiliates, officers, directors and employees from any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Reference Recipient's misuse of the reference, any public dissemination beyond agreed recipients, or any reliance that exceeds the scope of the reference.

LIMITATION OF LIABILITY

Except for liabilities resulting from willful misconduct or fraudulent misrepresentation, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages arising out of or related to this Agreement. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees actually paid to Reference Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

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

NOTICES

Notices required by this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as may be designated in writing).

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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