Business ROC Document

BUSINESS ROC DOCUMENT

This Business ROC Document (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client is engaged in the business of conducting operations and requires certain records, oversight and change documentation (collectively, the "ROC Services") to document material changes in business structure, ownership, and operating procedures; and

WHEREAS, Contractor represents that it has the experience, personnel and capacity to perform ROC Services and to prepare, maintain and certify records and corporate change documentation in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of ROC Services.

SCOPE OF WORK

Contractor shall perform the ROC Services described below. The description constitutes the primary obligations of Contractor; any additional services must be agreed in writing and appended to this Agreement.

PAYMENT TERMS

As compensation for the ROC Services, Client shall pay Contractor the amounts and according to the schedule set forth below.

Payments shall be due within days of receipt of Contractor invoice, unless otherwise stated in the payment schedule.

All payments are exclusive of applicable taxes. If Client fails to make payment when due, Contractor may suspend services after providing five (5) business days' written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may also terminate immediately for material breach if the breach is not cured within thirty (30) days of written notice.

CONFIDENTIALITY

"Confidential Information" means any non-public information, whether written or oral, disclosed by one party to the other 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 includes but is not limited to business records, ownership data, financial information, internal policies, customer lists, and any ROC documentation prepared for Client.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit the disclosure.

RECORDS AND CERTIFICATION

Contractor shall maintain accurate records of ROC Services performed, including changes made to corporate or business records. Upon reasonable request, Contractor shall provide to Client a signed certification attesting to the completeness and accuracy of the ROC record(s) prepared by Contractor.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals and agreements, written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in interest upon notice. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

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