Central Registry Document

CENTRAL REGISTRY DOCUMENT

Registrant Name:   Business/Organization Name:

Registry Administrator Name:   Registry ID:

WHEREAS

WHEREAS, Registrant seeks to register certain records, instruments and related information with the Registry Administrator for centralized recordkeeping and public indexing as set forth in this document; and

WHEREAS, Registry Administrator operates and maintains the central registry services and agrees to receive, store and make available registry records under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope of registry services, fees, confidentiality obligations and the terms of their relationship as detailed below.

REGISTRY DETAILS

Registration Date:   Effective Date of Registry Services:

ENTITY TYPE

Individual Corporation Limited Liability Company Partnership Other:

SCOPE OF WORK

The Registry Administrator will accept and process records for filing, maintain an indexed registry of records, provide certified copies upon request, and make registry data available to authorized requesters in accordance with the terms herein. Any modification to the services must be agreed in writing by authorized representatives of both parties.

PAYMENT TERMS

Total Fee for Services:   Currency:

Late Payment: if any undisputed amount is not paid when due, interest shall accrue at the lesser of 1.5% per month or the maximum rate permitted by applicable law, commencing the day after the payment due date, together with collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for days following written notice. Termination shall not relieve Registrant of payment obligations for services performed prior to termination.

Upon termination or expiration, Registry Administrator shall preserve registry records for a period required by law or as otherwise agreed and shall provide Registrant with a certified copy of records upon payment of outstanding fees.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and refrain from disclosing any confidential or non-public information ("Confidential Information") received from the other party (the "Discloser"), except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) is rightfully received by Recipient from a third party without restriction; (c) was in Recipient's lawful possession prior to receipt; or (d) is independently developed by Recipient.

Recipient may disclose Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, for which obligations shall continue for as long as the information remains a trade secret under applicable law.

REPRESENTATIONS AND WARRANTIES; CERTIFICATION

Registrant represents that it has the authority to register the records submitted to the Registry and that such records are accurate and not misleading. Registrant agrees to promptly notify Registry Administrator of any changes to the registered information.

Registrant certifies, under penalty of perjury if applicable, that the information provided for registration is true, correct, and complete to the best of Registrant's knowledge.

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. Each party submits to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This document, together with any schedules or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ATTACHMENTS & ADDITIONAL INSTRUCTIONS

By signing below, the undersigned authorized representatives certify that they are duly authorized to execute this Central Registry Document and bind their respective parties to its terms.

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