Business Regions Report

BUSINESS REGIONS REPORT

Report ID:    Report Date:

WHEREAS

WHEREAS, Client Name: engages Preparer Name: to prepare a Business Regions Report detailing the geographic regions, market metrics, and operational considerations relevant to the Client's business operations;

WHEREAS, the parties intend that the Business Regions Report set forth the scope of services, delivery schedule, payment terms, confidentiality obligations, and governing law under which the Preparer will provide the report;

WHEREAS, the parties desire that this Business Regions Report constitute a binding agreement for the provision and use of regional analysis and any related deliverables identified herein.

SCOPE OF WORK

REGIONS COVERED & KEY METRICS

Primary Regions (list principal regions addressed in this report):

PAYMENT TERMS

Total Fee:    Payment Schedule:

Invoices are due within days of invoice. Late payments shall bear interest at % per month, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Commencement Date: . Expected Completion Date: .

Either party may terminate this agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination for convenience by either party requires days prior written notice.

CONFIDENTIALITY

The parties acknowledge that in the course of preparing and receiving the Business Regions Report, each may disclose confidential information, including but not limited to financial projections, customer lists, pricing, operational procedures and proprietary market analyses. The receiving party shall:

(a) hold such information in strict confidence; (b) not disclose it to any third party except employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use such information except to perform obligations or exercise rights under this agreement. Confidentiality obligations shall survive termination of this engagement for a period of years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

DELIVERABLES & ACCEPTANCE

Client shall have days from delivery to review and provide written acceptance or detailed defects. If Client does not provide such notice within the acceptance period, the deliverable shall be deemed accepted.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

The Preparer represents that the services will be performed with reasonable skill and care consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL OTHER WARRANTIES ARE DISCLAIMED, AND THE PREPARER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OF THIRD-PARTY DATA USED IN THE REPORT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT.

GOVERNING LAW

This Business Regions Report and any disputes arising out of or relating to it shall be governed by the laws of the jurisdiction indicated by the parties below: State: , without regard to conflict of law principles.

ENTIRE AGREEMENT

This document, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATION

The undersigned certify that the representations in this Business Regions Report are true and correct to the best of their knowledge as of the dates indicated below, and that they have authority to enter into this agreement on behalf of the parties identified.

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