Business RNS Packet

BUSINESS RNS PACKET

This Business RNS Packet (the "Agreement") is entered into by and between the parties identified below effective as of Effective Date:

Parties

WHEREAS

1. WHEREAS, Client seeks to engage the Service Provider to prepare and transmit regulatory notification submissions, communications and related records as further described in this Agreement (the "RNS Services"); and

2. WHEREAS, Service Provider represents that it possesses the qualifications, personnel, and systems necessary to perform the RNS Services in accordance with applicable standards and the terms set forth herein; and

3. WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, and other material terms governing the provision of the RNS Services.

Scope of Work

Service Provider will perform the RNS Services described below. The description of services, deliverables, standards, and acceptance criteria must be completed by the parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in compensation for the RNS Services. All fees are exclusive of taxes and disbursements unless otherwise stated.

All amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum permitted by law. Client shall reimburse Service Provider for reasonable costs of collection, including attorney's fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed deliverables and Client shall pay all fees accrued through the effective date of termination. Termination shall not relieve either party of obligations which by their nature survive termination, including confidentiality and payment obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, 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.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

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. Exclusive venue for any dispute shall be the state or federal courts located in the county designated by the governing law.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider warrants that it will perform the RNS Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above, or to such other address as either party may designate by notice in accordance with this Section. Notices are effective upon receipt.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, including scanned signatures and signatures provided through electronic signature platforms, shall be deemed original signatures for all purposes.

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