Business Tree Document

Business Tree Document

This Business Tree Document (the Agreement) is entered into as of by and between Client Name: and Service Provider:

RECITALS

WHEREAS, Client is an entity engaged in the operation, management or ownership of one or more business entities and requires a formal mapping of corporate and ownership relationships commonly referred to as a "business tree" for planning, regulatory, and governance purposes; and

WHEREAS, Service Provider has expertise in researching corporate records, ownership interests, and related documentation and will prepare a Business Tree deliverable that reflects the hierarchical relationships among entities, ownership percentages, and relevant annotations as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will prepare the Business Tree and related materials, and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall prepare a Business Tree report and associated visual diagram(s) that identify entities, ownership percentages, direct and indirect relationships, and source references. The deliverable will include a narrative summary of material intercompany arrangements and a file set suitable for printing and electronic review.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the work described herein. Fees do not include applicable taxes, unless expressly stated.

Service Provider may incur out-of-pocket expenses necessary to complete the work. Such expenses must be approved in writing by Client and will be reimbursed at cost. Authorization: Client authorizes reimbursable expenses

TERM AND TERMINATION

This Agreement commences on the Start Date and shall continue until the End Date or until earlier termination in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period after receiving written notice. Termination shall not relieve Client of the obligation to pay for work performed and documented costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, including entity ownership data, internal financial summaries, and any work product reflecting the Business Tree. Recipient shall (a) keep Confidential Information strictly confidential, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) limit disclosure to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that is (i) publicly known through no fault of Recipient, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of Confidential Information. Upon termination, Recipient shall return or destroy Confidential Information as directed by Discloser and certify such return or destruction in writing within ten (10) days.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. The parties agree that any dispute arising under this Agreement shall be resolved in the courts of that jurisdiction unless the parties mutually agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents that it has full power and authority to enter into this Agreement. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate if Client provides prior written notice and the assignee assumes Client's obligations. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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