Business Unsettling Document

BUSINESS UNSETTLING DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Party A asserts that there exists between the parties an unsettled commercial matter arising from goods, services, or payment activity described as:

WHEREAS, the unsettled amount claimed as due and owing by Party B is: $, associated with account/contract reference number: and with last activity on .

WHEREAS, the parties desire to document an agreed process to address, resolve, or otherwise manage the unsettled matter on the terms set forth in this Business Unsettling Document (this "Agreement").

Scope of Work / Resolution Activities

The parties agree that the following tasks, deliverables and responsibilities shall be performed to address the unsettled matter. The party responsible for each line item shall be designated below and the timing shall reflect the payment schedule or remediation schedule agreed.

Payment Terms

Total Amount Agreed: $.

Late Payment Fee: per month compounded on overdue balances, minimum late fee $. Interest shall accrue from the date payment was due until paid in full.

Payment Method:

Term and Termination

Term Commencement Date: . Expected Term End Date: .

Either party may terminate this Agreement for convenience upon providing days' advance written notice to the other party. Termination for material breach, insolvency, or fraudulent misrepresentation may be immediate upon written notice by the non-breaching party.

Automatic Renewal: If checked, this Agreement will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least the notice period above prior to the then-current term end.

Confidentiality

Each party acknowledges that during the course of addressing the unsettled matter it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic business, financial, technical and operational information disclosed orally, in writing, or electronically, but excludes information that is already publicly available or rightfully obtained from a third party without restriction.

Confidential Information shall be used solely for the purposes of resolving the unsettled matter and shall not be disclosed except to employees, advisors, or contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Upon termination or final resolution, the receiving party shall return or destroy confidential materials as directed by the disclosing party.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law rules. The parties agree to attempt mediation in good faith prior to initiating litigation; if mediation fails, disputes shall be resolved in the courts of competent jurisdiction located in the city of .

Representations; Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each signatory below affirms they are authorized to bind the entity they represent.

Authority Affirmation — Party A: Party B:

Indemnification (Limited)

Each party shall indemnify and hold harmless the other party from and against third-party claims to the extent resulting from that party's gross negligence or willful misconduct in performing obligations under this Agreement. Indemnification shall be limited to direct damages and shall exclude consequential or punitive damages except to the extent required by applicable law.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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