Business Update Document

BUSINESS UPDATE DOCUMENT

This Business Update Document (the "Agreement") is made and entered into by and between:

RECITALS

WHEREAS, Client is engaged in the operation of a business and requires certain updates to Client's business records, service scope, or operational information to reflect changes in business operations; and

WHEREAS, Provider has been engaged by Client to document, implement, and effectuate such business updates, and Provider represents that it has the competence and authority to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Provider shall: (a) prepare and deliver updated business records and documentation as described above; (b) implement agreed operational changes required to reflect the updates; and (c) coordinate reasonable follow-up actions to ensure accuracy of the updates. Provider will perform the services in a professional manner consistent with industry standards.

PAYMENT TERMS

All amounts due under this Agreement are exclusive of taxes. Client shall pay undisputed invoices within the schedule set forth above. If any undisputed amount is not paid when due, Provider may suspend services upon seven (7) days' prior written notice and assess the late payment fee described above until payment is made in full.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force until the earlier of completion of the Scope of Work or the Term End Date. Effective Date: . Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection. The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care; and (c) not disclose Confidential Information to third parties except to those employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was in the receiving party's possession prior to disclosure; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be provided in a professional and workmanlike manner consistent with applicable standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment to this Agreement must be made in a writing signed by both parties.

BUSINESS INFORMATION UPDATE DETAILS

Which categories are being updated? (check all that apply)

Change of officers/directors Address/update of registered agent Tax identification information

NOTICES

All notices, requests, consents and other communications under this Agreement must be in writing and delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a change of control.

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