Business Supporting Documents

BUSINESS SUPPORTING DOCUMENTS

This Business Supporting Documents Agreement is entered into by the parties identified below for the purpose of delivering, verifying and retaining business records and related materials necessary for performance under an associated business relationship.

Parties

WHEREAS

WHEREAS, Provider maintains or controls certain corporate, financial and operational records and supporting documents necessary to verify Provider's corporate existence, authority, financial condition, and other matters material to the business relationship; and

WHEREAS, Recipient requires copies of such supporting documents to perform due diligence, comply with contractual obligations, or satisfy regulatory or third-party requirements; and

WHEREAS, the parties desire to set forth the scope, delivery, use and retention of those supporting documents and related terms governing confidentiality, payment and termination.

Scope of Work

Provider shall deliver the supporting documents and related materials described below and any additional documents reasonably requested by Recipient that are directly related to the purpose stated in this Agreement. Provider shall ensure that documents are genuine, complete, and current as of the date provided unless expressly identified otherwise.

Supporting Documents Checklist

Check each document provided and, if applicable, record the date it was delivered to Recipient and any relevant notes.

Payment Terms

Recipient shall pay Provider for services related to the preparation, copying and delivery of supporting documents as follows.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Recipient of payment obligations for documents delivered prior to termination.

Confidentiality

Recipient agrees that all nonpublic supporting documents and information received from Provider and designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, shall be kept confidential and used solely for the purposes set forth in this Agreement. Recipient shall not disclose confidential information to any third party except (i) to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, or (ii) to the extent required by law, regulation or valid legal process, provided Recipient gives Provider prompt written notice of such requirement and cooperates with reasonable measures to limit disclosure.

Recipient shall exercise at least the same degree of care in protecting confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or written request, Recipient shall return or destroy Provider's confidential materials and provide written certification of destruction or return.

Confidentiality obligations under this Section shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. Recipient acknowledges that monetary damages may be inadequate to remedy a breach and that Provider shall be entitled to injunctive relief in addition to other remedies.

Representations and Warranties

Provider represents and warrants that it has the authority to provide the documents identified herein and that, to Provider's knowledge, the documents are true, accurate and complete in all material respects as of the date delivered, except as specifically noted. Provider makes no other warranties, express or implied, and disclaims all warranties of merchantability and fitness for a particular purpose.

Governing Law

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

Entire Agreement

This Agreement, including any listed supporting documents and written attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Indemnification & Limitation of Liability

Each party shall indemnify and hold harmless the other from liabilities, losses and expenses arising from its negligent acts or willful misconduct in connection with this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental or punitive damages, and aggregate liability shall be limited to the fees paid under this Agreement in the twelve (12) months preceding the claim.

Certifications

The undersigned certifies that the documents and information provided are true, complete and accurate to the best of their knowledge, that any redactions are identified and lawful, and that Provider has authority to disclose the materials. The undersigned further certifies they are authorized to execute this Agreement on behalf of the party identified.

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