Business Transmission Letter

BUSINESS TRANSMISSION LETTER

Date:

From:    Sender Address:

To:    Recipient Address:

WHEREAS

WHEREAS, Sender is providing to Recipient certain materials, documents and information as described herein for the purpose of facilitating the business relationship, transaction review, or operational coordination identified in this letter; and

WHEREAS, Recipient requires transmitted materials to be accompanied by a clear description of scope, required actions, and the terms governing use, confidentiality, and payment where applicable; and

WHEREAS, the parties wish to confirm the items transmitted, the terms of transmission, and the respective responsibilities of Sender and Recipient as of the Effective Date set forth below.

EFFECTIVE DATE

Effective Date of Transmission:

SCOPE OF WORK / TRANSMITTED MATERIALS

Method of Transmission: Email Physical Mail Courier Electronic File Transfer

PAYMENT TERMS

Where the transmitted materials are provided in consideration of payment, the parties agree to the following payment terms:

TERM AND TERMINATION

This Transmission Letter and any obligations arising hereunder commence on the Start Date and continue until the End Date unless earlier terminated pursuant to the notice provisions below.

Either party may terminate this Transmission Letter for material breach that remains uncured for the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment and confidentiality obligations.

CONFIDENTIALITY

All transmitted materials designated as confidential, and all information reasonably understood to be confidential given the nature of the information and the circumstances of disclosure, shall be held in confidence by Recipient. Recipient shall not disclose, reproduce, or use the confidential materials for any purpose other than as expressly authorized in writing by Sender. Recipient shall implement reasonable safeguards to prevent unauthorized disclosure and shall promptly notify Sender of any unauthorized use or disclosure.

The obligations set forth in this Confidentiality clause shall survive termination or expiration of this Transmission Letter for a period of three (3) years, or such longer period as required by applicable law for specific categories of information.

ACKNOWLEDGMENT AND CERTIFICATION

Recipient hereby acknowledges receipt of the materials listed above and certifies that, to the best of Recipient's knowledge, the materials received are complete as of the Effective Date except as expressly noted in writing to Sender. Any discrepancies or omissions must be reported to Sender within five (5) business days of receipt.

GOVERNING LAW

This Transmission Letter 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 competent state or federal courts located in that State for the resolution of any disputes arising under this Transmission Letter.

ENTIRE AGREEMENT

This Transmission Letter, together with any attachments and documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and communications relating to the transmission and use of the materials described herein. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Transmission Letter shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notice by email shall be effective upon confirmed transmission when directed to the email address on file for the receiving party.

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