Business Risk Disclosure

BUSINESS RISK DISCLOSURE

RECITALS

WHEREAS Discloser: and Recipient: (collectively, the Parties) intend to engage in discussions and arrangements concerning certain business activities and related services; and

WHEREAS Discloser possesses information regarding business operations, projections, systems, and other matters that involve inherent risks, uncertainties, and potential material impacts; and

WHEREAS the Parties desire to set forth the disclosure of known and potential risks, the scope of work to be performed, payment terms, confidentiality obligations, and remedies available in the event of loss or dispute.

SCOPE OF WORK

RISK DISCLOSURE

The Recipient acknowledges that the activities described above are subject to risks which may include, without limitation, financial loss, market volatility, regulatory change, operational failures, cybersecurity incidents, reputational harm, supply chain disruption, and other unforeseeable events. The Discloser makes no guarantee of outcomes and disclaims any warranty of profitability or success.

Market risk (price, demand, competitive)
Financial risk (credit, liquidity, insolvency)
Regulatory or compliance risk
Operational risk (process, personnel)
Cybersecurity and data breach risk
Reputational risk
Supply chain and vendor risk
Other:

PAYMENT TERMS

If payment is not received when due, a late fee of will accrue on the outstanding balance until paid in full. The Recipient is responsible for all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either Party may terminate for material breach if the breach is not cured within the notice period specified above. Termination for convenience by either Party requires the notice set forth above and payment for services rendered through the effective termination date.

CONFIDENTIALITY

Each Party agrees to maintain in strict confidence all non-public information disclosed by the other Party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential information shall not include information that is publicly available, rightfully received from a third party without obligation of confidentiality, or independently developed without use of the other Party's confidential information.

The Recipient shall use confidential information solely for the purposes set forth in the Scope of Work and shall implement commercially reasonable safeguards to prevent unauthorized access or disclosure.

LIMITATION OF LIABILITY; INDEMNITY

Except to the extent caused by a Party's willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, special, consequential, or punitive damages, including loss of profits, even if advised of the possibility of such damages. The Parties' aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid under this Agreement during the twelve (12) month period preceding the claim.

The Recipient agrees to indemnify, defend, and hold harmless the Discloser and its affiliates from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising from the Recipient's breach of this Agreement, misuse of confidential information, or negligent acts or omissions.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. The Discloser represents only that it believes the disclosed information to be accurate as of the date disclosed; the Recipient acknowledges that the Discloser does not warrant completeness or future accuracy.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Venue for any dispute shall lie exclusively in state or federal courts located in such state.

ENTIRE AGREEMENT

This document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations, negotiations, and understandings. Any amendment must be in writing and signed by both Parties.

ACKNOWLEDGEMENT

The undersigned representative of the Recipient acknowledges receipt of this Business Risk Disclosure and affirms that they have read, understand, and accept the risks described herein, and have had the opportunity to ask questions and obtain clarifications.

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