Business Resources List

BUSINESS RESOURCES LIST AND SERVICES AGREEMENT

Parties

Recitals

WHEREAS, Provider maintains a curated list of business resources, vendors, consultants, software subscriptions and related services intended to assist Client in operational, marketing and technical matters; and

WHEREAS, Client desires to obtain access to Provider's Business Resources List and related advisory services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for certain entries in the Business Resources List to be treated as confidential and for Provider to make commercially reasonable efforts to verify contact details and cost estimates but not to guarantee third-party performance;

Agreement

In consideration of the mutual promises below, the parties agree as follows.

Scope of Work

Provider shall compile, maintain and deliver to Client a Business Resources List containing resource entries described in the Resources List section below. Provider will:

a) Verify contact information and current estimated costs at the time of delivery; b) provide brief advisory notes where applicable regarding resource suitability; and c) update the list upon Client request subject to additional fees. Specific deliverables, frequency of updates and any advisory services are described here:

Payment Terms

All payments not received within the agreed payment period are subject to the late fee above and the recovering party's reasonable collection costs, including attorneys' fees. Provider may suspend delivery of updates or advisory services for overdue accounts after providing ten (10) days' written notice.

Term and Termination

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to vendor pricing, proprietary notes and contact data where Provider marks entries as confidential. The receiving party shall: (a) use Confidential Information only for performance of this Agreement; (b) restrict disclosure to employees or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least reasonable care to prevent unauthorized disclosure. Confidential Information does not include information that is publicly known through no breach by the receiving party, independently developed without use of Confidential Information, or rightfully received from a third party free of restrictions.

Remedies: The parties acknowledge that monetary damages may be inadequate for a breach of confidentiality and that injunctive relief is an appropriate remedy in addition to other available remedies.

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 submit to the exclusive jurisdiction of courts located in that State for disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attached Business Resources List and amendments executed in writing by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Business Resources List

The following entries summarize third-party resources recommended by Provider. Provider's notes reflect Provider's assessment at the time of entry; Client is responsible for performing its own due diligence prior to engaging any third party.

Representations and Warranties; Limitation of Liability

Each party represents that it has authority to enter this Agreement. Provider warrants that it will perform services in a professional manner consistent with industry standards. Except for the express warranties set forth herein, Provider disclaims all other warranties, express or implied. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. The parties' aggregate liability for claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the six (6) month period preceding the claim.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets. Notices must be in writing and delivered to the addresses set forth above.

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