Business Representations Document

BUSINESS REPRESENTATIONS DOCUMENT

This Business Representations Document (the Agreement) is made effective as of Effective Date: by and between Client Name: and Company Name: .

RECITALS

WHEREAS, Client Name is engaged in the business described herein and desires that certain representations and warranties be provided to Company Name as a condition to entering into commercial dealings; and

WHEREAS, Company Name requires formal written representations from Client Name regarding authority, compliance, ownership, and disclosure of material facts in connection with the services and payments described below; and

WHEREAS, the parties intend that the representations, warranties and obligations set forth in this Agreement be relied upon by each party in undertaking the transactions described herein.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that, as of the Effective Date and continuing throughout the Term:

1. Authority and Organization: The party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into this Agreement and perform its obligations. Representative of Client Name: ; Title: .

2. No Conflict; Consents: Execution and delivery of this Agreement and the performance of obligations hereunder do not and will not (a) violate any provision of the party's organizational documents, (b) result in a breach or default under any agreement or instrument to which it is a party, or (c) require any third-party consent, other than those already obtained and disclosed in writing.

3. Accuracy of Information: All material information, statements, financials and documents provided by a party to the other in connection with this Agreement are true, accurate and complete in all material respects, and no material fact has been omitted that would make such information misleading.

4. Compliance with Laws: The party is in compliance with all applicable laws, rules and regulations material to its performance under this Agreement, including permits and licenses necessary to conduct the business described herein. Business Address:

SCOPE OF WORK

The party providing services shall perform and represent that it will perform the following scope of work, and the representations herein shall apply to all materials, deliverables and communications related thereto.

PAYMENT TERMS

Compensation for services performed under this Agreement will be paid as set forth below. All payments are payable in lawful currency and are exclusive of any taxes unless otherwise stated.

All undisputed invoices are due within days of receipt. Invoices disputed in good faith will not be subject to late payment fees for the period of the dispute.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended effective date of termination. Termination for cause may occur immediately upon written notice if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without the use of Confidential Information.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) protect Confidential Information from unauthorized disclosure with no less than the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits and written schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

SURVIVAL

The representations, warranties, confidentiality obligations and any payment obligations that by their nature should survive termination or expiration of this Agreement shall survive for a period of two (2) years following termination, or for such longer period as expressly provided herein.

CERTIFICATION

Each party certifies that the representations and warranties contained in this Agreement are true, complete and accurate as of the Effective Date and acknowledges that the other party is relying upon such representations and warranties in entering into this Agreement. Each party further agrees to promptly notify the other party in writing of any material change to any representation or warranty during the Term.

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