Business Response Statement

Business Response Statement

Client Name:   Respondent Name:

Recitals

WHEREAS, Client has requested that Respondent provide information, statements and perform certain services described in this Business Response Statement to address an inquiry, dispute, request for clarification, or contractual obligation; and

WHEREAS, Respondent has represented that it is qualified and willing to provide the information and services set forth herein in accordance with the terms and conditions of this Statement; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Statement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Scope of Work

Payment Terms

Total Compensation:

Late Payment: If any undisputed amount remains unpaid more than days after the due date, Respondent may assess interest at or a late fee of , whichever is greater. Interest and late fees accrue from the date payment was due until paid in full.

Term and Termination

Effective Date: . Termination Date: .

Either Party may terminate this Statement for convenience upon written notice to the other Party no fewer than days. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each Party acknowledges that during the performance of this Statement it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Statement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Statement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, regulation or court order, provided the disclosing Party gives prompt notice and cooperates, at the disclosing Party's expense, in any efforts to seek protective relief.

Representations; Indemnification

Each Party represents and warrants that it has the power and authority to enter into this Statement and to perform its obligations. Respondent shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and expenses arising from Respondent's gross negligence or willful misconduct in performing the Services. Client shall indemnify, defend and hold harmless Respondent from and against claims arising from Client's breach of this Statement or Client's improper use of deliverables.

Notices

Governing Law; Dispute Resolution

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes shall be submitted to the courts located in the county of the governing law state unless the Parties agree in writing to an alternative forum.

Entire Agreement

This Statement, together with any appendices or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and understandings, whether written or oral. Any amendment or modification must be in writing and signed by an authorized representative of each Party.

Acknowledgment

The undersigned each represent and warrant that they are duly authorized to execute this Business Response Statement on behalf of the Party for which they sign and that execution of this Statement will bind that Party to all terms and conditions herein.

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