Business Section Notice

BUSINESS SECTION NOTICE

Notice Identification

Notice Number:    Business Section:    Effective Date:

Parties

Recitals

WHEREAS, Notifying Party is organized and authorized to conduct business in the stated Business Section and operates certain activities, operations and records described herein; and

WHEREAS, Recipient Party receives notice of the material facts, obligations, or proposed actions set forth in this Business Section Notice and will act in reliance upon the representations and commitments contained herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and governing law provisions applicable to the matters addressed in this Notice in order to avoid disputes and to preserve the integrity of business operations in the identified Business Section.

Scope of Work

Payment Terms

Payment Amount:    Currency:

Late Fee:    Late Fee Application:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Notice and any related obligations for cause upon written notice to the other party in the event of a material breach that remains uncured for days following receipt of written notice specifying the breach.

For convenience, either party may terminate upon providing days' prior written notice to the other party. Termination shall not relieve any party of obligations accrued prior to the effective date of termination.

Confidentiality

For purposes of this Notice, "Confidential Information" means non-public written, oral or electronic information 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use the Confidential Information solely for the purposes contemplated by this Notice; and (iii) limit disclosure to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. These obligations shall survive termination of this Notice for a period of years, or longer to the extent required by applicable law.

Representations and Warranties

Each party represents and warrants that it has full corporate or organizational power and authority to enter into and perform its obligations under this Notice, and that execution and delivery of this Notice has been duly authorized by all necessary action. Each party further represents that it will perform its obligations in compliance with applicable laws.

Governing Law

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising under or relating to this Notice shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

Entire Agreement; Amendments

This Notice, together with any schedules 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, understandings and communications, whether written or oral. No modification or waiver of any provision of this Notice shall be effective unless reduced to writing and signed by authorized representatives of both parties.

Remedies; Limitation of Liability

Except as otherwise expressly provided, each party's remedies for breach of this Notice shall include injunctive relief and any other equitable remedies available at law. Neither party shall be liable to the other for consequential, incidental, exemplary or punitive damages, except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, or by electronic delivery if receipt can be confirmed. Notice is effective upon receipt.

Acknowledgment

By signing below, each party acknowledges that it has read this Business Section Notice, understands its terms, and agrees to be bound by its provisions. The person signing represents and warrants that they have the authority to bind the party on whose behalf they sign.

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