Business Subjectivities Document

BUSINESS SUBJECTIVITIES DOCUMENT

This Business Subjectivities Document (the "Agreement") is made and entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: desires certain services and requires that certain conditions precedent be satisfied before any obligation to close or proceed arises;

WHEREAS, Service Provider Name: is willing to perform services subject to the satisfaction or waiver of the subjectivities set forth herein;

WHEREAS, the parties desire to document the specific subjectivities, responsible parties, deadlines and remedies applicable to the transaction or engagement described below.

SCOPE OF WORK

SUBJECTIVITIES

The obligations of the parties are subject to the satisfaction or waiver (in writing) of the following conditions precedent (each a "Subjectivity"). For each Subjectivity, identify the description, the party responsible for satisfaction, the deadline for satisfaction, and whether the Subjectivity has been satisfied.

Responsible Party:    Deadline:    Satisfied:    Date Satisfied:

Responsible Party:    Deadline:    Satisfied:    Date Satisfied:

Responsible Party:    Deadline:    Satisfied:    Date Satisfied:

All Subjectivities not expressly waived in writing by the party for whose benefit such Subjectivity exists shall be conditions precedent to the parties' obligations to proceed. A failure to satisfy any material Subjectivity by its stated deadline shall permit the non-breaching party to terminate this Agreement in accordance with the Term and Termination provisions below, unless the affected parties mutually agree in writing to extend such deadline.

PAYMENT TERMS

The Client agrees to pay Provider the fees set forth below upon satisfaction or waiver of material subjectivities as specified in this Agreement.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and such breach remains uncured for Notice Period: days after receipt of notice. Notwithstanding the foregoing, where material subjectivities remain unsatisfied by their deadlines, either party may elect to terminate in accordance with the Remedies if Subjectivities are Unmet section.

Termination for convenience by either party requires written notice of at least Notice Period for Convenience (days): days. Upon termination, Provider shall be paid for services performed to the effective date of termination and for any non-cancellable obligations incurred prior to termination.

CONFIDENTIALITY

Each party (a "Receiving Party") shall keep confidential all non-public business, technical and financial information disclosed by the other party (the "Disclosing Party") that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information except to those employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without breach; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information where required by law or valid order of a court or governmental authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates with any reasonable attempts by the Disclosing Party to obtain a protective order or other remedy to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written waivers executed by the parties, constitutes the entire agreement between the parties concerning subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

ADDITIONAL PROVISIONS

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