Buyer Documentation Template

BUYER DOCUMENTATION TEMPLATE

This Buyer Documentation Template (the Agreement) is entered into as of by and between Buyer Name: and Seller Name: . Buyer and Seller are collectively referred to as the Parties.

WHEREAS

WHEREAS, Seller is engaged in the business of selling goods and/or providing documentation, records and supporting materials related to specified assets or transactions; and

WHEREAS, Buyer desires to obtain specified documentation and related services from Seller, and Seller is willing to provide such documentation and related services in accordance with the terms set forth herein.

SCOPE OF WORK

Seller shall prepare, compile and deliver to Buyer the documentation described above in accordance with the schedule set forth in this Agreement. All deliverables must conform to the specifications described in the Scope of Work and shall be delivered in a commercially reasonable format acceptable to Buyer.

PAYMENT TERMS

Purchase Price: Buyer shall pay Seller the total amount of $ for the documentation and services described in the Scope of Work.

Late Payment: Any past due amount shall accrue interest at a rate of (or the maximum rate permitted by applicable law, if lower), calculated monthly. Buyer shall also be responsible for all reasonable collection costs, including attorneys' fees and court costs, incurred by Seller to collect overdue amounts.

Taxes: Unless otherwise agreed in writing, the Purchase Price is exclusive of taxes. The Party required to collect or remit taxes under applicable law shall do so and shall provide evidence of such payments upon request.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date: and shall continue in full force and effect until Termination Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Termination shall not relieve Buyer of its obligation to pay for services performed and deliverables accepted prior to the effective date of termination.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Material breach includes, but is not limited to, failure to deliver material deliverables, failure to make payments when due, or willful violation of confidentiality obligations.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a Party (Discloser) to the other Party (Recipient) whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, business plans, technical data, customer lists and transaction documents.

Obligations: Recipient shall (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, representatives, or advisors with a need to know and who are bound by obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Recipient shall not disclose Confidential Information to any third party without Discloser's prior written consent.

Exceptions: Confidential Information does not include information that (i) is or becomes generally known to the public through no breach by Recipient; (ii) was rightfully known by Recipient prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid legal process provided Recipient gives Discloser prompt written notice and cooperates in any lawful attempt to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, representations and communications, whether written or oral. No modification or amendment of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that Seller may assign this Agreement in connection with a sale of substantially all of its business assets or in connection with a merger or change of control.

Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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