Business Title Schedule

Business Title Schedule

This Business Title Schedule (the "Schedule") is entered into between Service Provider: and Client Name: . The Schedule sets forth the list of corporate or business titles, the individuals holding those titles, and the scope of authority associated with each title for the Client, as prepared and maintained by the Service Provider under the terms below.

WHEREAS

WHEREAS, the Client requires a formal schedule identifying authorized business titles, incumbents and their delegated authorities for use in contracts, banking, regulatory filings, and internal governance; and

WHEREAS, the Service Provider is engaged to prepare, verify and maintain such Business Title Schedule and to provide periodic updates in accordance with the terms of this Schedule; and

WHEREAS, the parties desire to document the scope of the Service Provider's obligations, payment terms, confidentiality and other material provisions governing the preparation and delivery of the Schedule.

SCOPE OF WORK

The Service Provider shall compile and deliver a Business Title Schedule including: (a) official title; (b) incumbent name; (c) business entity or subsidiary; (d) effective date of appointment; and (e) explicit description of the scope of authority for each title. Deliverables shall be provided in electronic format and, where requested, certified in writing by an authorized officer of the Service Provider.

ITEMIZED TITLE SCHEDULE

Enter each title and incumbent below. Attach additional pages if necessary.

PAYMENT TERMS

Fee Amount: $ . The Client shall pay the fee in accordance with the schedule set forth below.

Late Fee: If any payment is not received within days after invoice due date, interest will accrue at or the maximum lawful rate, whichever is less. The Client is also responsible for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Schedule for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for convenience by the Client is permitted upon days prior written notice and payment of all accrued fees and reasonable wind-down costs.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Schedule ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Schedule, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The receiving party shall use Confidential Information solely for the purposes of performing this Schedule, shall limit access to employees and contractors with a need to know, and shall enforce confidentiality obligations at least as protective as those in this Schedule. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except that the receiving party may retain one archival copy solely for compliance or recordkeeping purposes.

GOVERNING LAW

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Schedule.

ENTIRE AGREEMENT

This Schedule, together with any documents expressly incorporated herein by written reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Schedule and to perform its obligations hereunder. The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Schedule, willful misconduct, or gross negligence.

NOTICES

Notices under this Schedule shall be in writing and delivered to the addresses for each party provided below or to such other address as a party may designate by written notice. Notices may be delivered by hand, certified mail, or recognized overnight courier and shall be effective upon receipt.

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