Business Submission Documents

BUSINESS SUBMISSION DOCUMENTS

This Business Submission Documents Agreement (the Agreement) is entered into as of Agreement Date: by and between:

RECITALS

WHEREAS, Provider is engaged in the business of receiving, reviewing and processing business submissions and may provide advisory, evaluation or administrative services in connection with those submissions; and

WHEREAS, Submitter desires to deliver certain documents, materials and information to Provider for review and consideration in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth their respective responsibilities, payment terms, confidentiality obligations, and other material terms governing the submission and use of such materials.

SCOPE OF WORK

Provider shall receive, record and review the submission materials delivered by Submitter and shall provide the advisory and administrative services set forth below. Provider's obligations are limited to the services expressly described in this Agreement.

PAYMENT TERMS

In consideration for Provider's services, Submitter shall pay Provider the Total Fee of $ (USD).

Late payments shall accrue a late fee equal to on the outstanding balance, compounded monthly, and Provider may suspend services until payment is received.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective date of termination. Either party may terminate for material breach if the breach is not cured within 15 days after written notice of such breach.

CONFIDENTIALITY

Definition: "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.

Obligations: Receiving party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees, contractors and affiliates with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) apply at least the same degree of care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party, or (c) is independently developed without use of the disclosing party's Confidential Information. Permitted disclosures required by law shall be limited to the minimum required and, where lawful, preceded by notice to the disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any action arising out of or relating to this Agreement shall lie exclusively in the courts located in the chosen jurisdiction unless the parties agree otherwise in writing.

REPRESENTATIONS; INDEMNIFICATION

Each party represents that it has full corporate power and authority to enter into and perform this Agreement and that the execution of this Agreement will not violate any other agreement or obligation to a third party. Submitter represents that it has all rights necessary to submit the materials and grants Provider the limited license to use such materials for the purposes described herein.

Submitter agrees to indemnify, defend and hold harmless Provider from and against any third-party claims, liabilities, losses or expenses arising from Submitter's breach of its representations, the inaccuracy of any submissions, or infringement claims related to materials provided by Submitter.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in writing signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

ADDITIONAL PROVISIONS

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

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