Current Affairs Report

CURRENT AFFAIRS REPORT AGREEMENT

RECITALS

WHEREAS, Provider is engaged in the business of researching, preparing, and delivering analytical current affairs reports, briefings and summaries tailored for institutional clients; and

WHEREAS, Client seeks to retain Provider to prepare a Current Affairs Report describing specified developments, risks and implications for the Client as set forth in this Agreement, and Provider is willing to undertake such engagement under the terms and conditions set forth herein; and

WHEREAS, the parties agree that the effective date of this engagement is unless terminated earlier in accordance with this Agreement.

SCOPE OF WORK

Provider shall research, analyze and prepare a written Current Affairs Report for Client that addresses the topics, period, and deliverables described below. Provider will exercise commercially reasonable efforts to ensure accuracy and to identify material developments reasonably known to Provider as of the issuance date of the Report.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for the Services. All fees are exclusive of taxes unless otherwise specified and are payable in accordance with the schedule set forth in this section.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, continues until the End Date. Either party may terminate this Agreement for convenience upon prior written notice to the other in accordance with the notice period specified below.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information and materials disclosed by the other party (the "Disclosing Party") that are designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

REPORTING PROCEDURES & DELIVERABLES

Provider will deliver reports and ancillary materials in the manner and frequency set out in the Scope of Work. Deliverables will be accompanied by a summary of sources and a statement of any material uncertainties that affected the analysis.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Provider represents that it will perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

ADDITIONAL PROVISIONS

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