Business TR Document

Business TR Document

This Business TR Document (the Agreement) is made effective as of between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business transaction review, recordation and related services as more particularly described below; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and qualifications to perform the services described in this Agreement and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services and Client will compensate Service Provider.

SCOPE OF WORK

The Scope of Work includes, without limitation, transaction review, preparation of transaction records, document indexing, verification of supporting documentation, preparation of summary reports, and reasonable coordination with Client personnel as required to complete the services.

PAYMENT TERMS

Unless otherwise stated in the Payment Schedule, Client shall pay Service Provider the Total Contract Amount according to the following terms:

Invoices will be submitted by Service Provider and are due and payable within days of receipt of invoice.

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum lawful rate, and Service Provider may suspend services following ten (10) days' prior written notice of nonpayment.

TERM AND TERMINATION

Term Start Date: Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver all work-in-progress and reasonable transition assistance to Client for a commercially reasonable fee.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party 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, including trade secrets, financial information, transaction data, client lists and pricing.

Obligations: Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by applicable law or regulation, provided the receiving party gives prompt written notice and cooperates with any lawful effort to limit disclosure.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses above via certified mail, nationally recognized courier, or personal delivery and shall be effective upon receipt.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for payment of all federal, state and local taxes and any benefits for its employees.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct or a breach of confidentiality or intellectual property obligations, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for all claims arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

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 attachments and schedules, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

SIGNATURES

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