Business Screening Document

BUSINESS SCREENING DOCUMENT

Recitals

WHEREAS, Screening Provider: is engaged in the business of providing due diligence, background and compliance screening services; and

WHEREAS, Client Name: seeks to obtain business screening services from Screening Provider under the terms set forth herein.

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality and other terms governing the screening engagement.

Parties and Business Information

Scope of Work

Screening Provider will perform reasonable searches and verifications as described in the Scope of Work, which may include (but is not limited to) corporate status checks, adverse media and sanctions screening, beneficial ownership identification, litigation and regulatory history reviews, credit and financial verification where authorized, and other due diligence reasonably requested by Client and agreed by Screening Provider. Screening Provider does not guarantee absolute completeness of third-party data and will rely on available public and proprietary sources.

Information and Authorization

Client represents and warrants that it has obtained any necessary authorizations to permit Screening Provider to collect, process and review information relating to entities, individuals and identifiers submitted for screening. Client shall supply accurate identifying information and shall notify Screening Provider promptly of any material changes to information supplied.

Payment Terms

Client agrees to pay Screening Provider the fees set forth below in consideration for services rendered. Payment obligations are independent of the results of screening.

Fees quoted do not include extraordinary third-party vendor costs (such as fees for certified records, foreign language translations, or expedited searches). Such costs will be invoiced in addition upon prior written notice to Client.

Term and Termination

This Agreement commences on Start Date: and continues in effect until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach is effective if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means information disclosed by either party that is marked confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including screening reports, proprietary methodologies, pricing, client lists, and non-public business information. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without confidentiality obligations.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement; (ii) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) implement reasonable administrative, physical and technical safeguards to protect Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they retain trade secret status.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Client represents that all data provided for screening is accurate and that Client has secured necessary consents where required by law.

Client agrees to indemnify and hold harmless Screening Provider from and against any claims, liabilities or losses (including reasonable attorneys' fees) arising from Client's breach of representations, misuse of screening reports, or failure to obtain required consents. Screening Provider's liability for direct damages arising out of this Agreement shall be limited to the fees paid by Client for the specific screening services giving rise to the claim; in no event shall Screening Provider be liable for consequential, incidental, special or punitive damages.

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 be the state or federal courts located in the same jurisdiction, and the parties consent to personal jurisdiction therein.

Entire Agreement; Amendment

This Agreement, including any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Data Retention and Record Requests

Screening Provider will retain screening reports and underlying records in accordance with its internal retention policy and applicable law. Upon Client's written request, Screening Provider will provide copies of relevant screening reports within a commercially reasonable timeframe; Screening Provider may charge a reasonable fee for retrieval where appropriate.

Certifications

The undersigned certify that they are authorized to enter into this Agreement on behalf of the respective parties, that the information provided to Screening Provider is accurate to the best of their knowledge, and that they accept the terms and conditions set forth in this Business Screening Document.

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