Business Unit Profile

BUSINESS UNIT PROFILE

This Business Unit Profile and Services Agreement is entered into as of between Parent Company Name: and Business Unit Name: .

RECITALS

WHEREAS, Parent Company operates a portfolio of commercial activities and maintains responsibility for corporate governance, reporting, and centralized services; and

WHEREAS, the Business Unit is responsible for specified operational activities described herein and is required to supply profile information, operational scope, financial and performance metrics to Parent Company for management, planning and compliance purposes; and

WHEREAS, the parties desire to record the Business Unit's profile, scope of work and the administrative terms governing provision of services, reporting and financial arrangements.

BUSINESS UNIT DETAILS

CORE BUSINESS ACTIVITIES

SCOPE OF WORK

The Business Unit shall perform the services and functions described in the Scope of Work below and such related activities as are necessary to accomplish the objectives set forth. The Scope of Work constitutes the unit-level operational responsibilities that the Business Unit will regularly report on to Parent Company.

FINANCIAL SUMMARY

PAYMENT TERMS

Parent Company will compensate the Business Unit for services or internal charge allocations as detailed below. All monetary amounts are stated in the currency of record and exclusive of taxes unless otherwise specified.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues in effect until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

CONFIDENTIALITY

Each party acknowledges that during performance under this Agreement it may receive confidential, proprietary or non-public information of the other party ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known to the public through no act or omission of the recipient; (b) was rightfully acquired by the recipient without restriction prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information. Each recipient shall: (i) use Confidential Information solely for the purposes of performance and reporting under this Agreement; (ii) restrict disclosure to personnel on a need-to-know basis; and (iii) employ reasonable safeguards to protect confidentiality. Required disclosures by law shall be limited and notice shall be provided where legally permitted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

REPRESENTATIONS; ENTIRE AGREEMENT

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. This Agreement, together with any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, proposals, and communications, whether oral or written. Any amendment must be in writing and executed by authorized representatives of both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses noted below or to such other address as a party designates by notice.

CERTIFICATION

The undersigned certify that the information provided in this Business Unit Profile is true, complete and accurate to the best of their knowledge, and that they are authorized to provide this information and execute this Agreement on behalf of the party they represent. The parties understand that material misrepresentation may give rise to administrative action in accordance with corporate policy.

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