Business Responses Document

Business Responses Document

This Business Responses Document (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires formal written responses, analysis, and supporting documents (collectively, Responses) in connection with Client's business review, due diligence, or request for information; and

WHEREAS, Service Provider represents that it has the personnel, expertise, and systems necessary to prepare, review, and deliver such Responses in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, and acceptance of Responses.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the performance of the Scope of Work.

Any undisputed amount not paid within days after invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences 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 days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and Reasonable Reliance Costs incurred through the effective date of termination. Service Provider shall deliver all completed Responses and any work in progress for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or electronically, 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 does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect the confidentiality of such information. Disclosure required by law is permitted only after prompt written notice to the disclosing party and, where legally permissible, an opportunity to seek protective measures.

RESPONSES; REPRESENTATIONS

Service Provider represents and warrants that: (a) Responses will be prepared with reasonable skill and care consistent with industry practices; (b) Responses will not knowingly include false statements or omit material facts; and (c) Service Provider has the right to disclose information provided to Client. Client acknowledges that Service Provider's professional judgments are opinions and that Client retains sole responsibility for decisions based on Responses.

ATTACHMENTS AND DELIVERY

The following supporting materials, if any, are identified and delivered as part of the Responses (check all that apply):

Financial statements

Key contracts or agreements

Technical documentation, systems descriptions

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration under the parties' selected rules unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, agreements, and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising out of this Agreement. The aggregate liability of each party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

NOTICES

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