Diligent Search Request

DILIGENT SEARCH REQUEST

WHEREAS

WHEREAS, Requestor requires a comprehensive diligent search to locate documents, persons, assets, or records as further specified in this Request, and has engaged Service Provider to perform such search under the terms of this Request;

WHEREAS, Service Provider represents that it possesses the experience, personnel, and legal authority to conduct the search activities requested and will perform such services in accordance with applicable laws and professional standards;

WHEREAS, the parties desire to set forth in writing the scope, deliverables, compensation, confidentiality and other material terms governing the performance of the diligent search.

Effective Date and Term

Effective Date: . This Request shall commence on the Effective Date and continue until completion of the Scope of Work or termination as provided below.

Scope of Work

Service Provider shall perform a diligent search as described below. The search shall include reasonable inquiries, searches of available records, and preparation of a written report and supporting documentation.

Search Parameters and Deliverables

Select the search categories requested (check all that apply):

Compensation and Payment Terms

Requestor agrees to pay Service Provider for performance of the Scope of Work as follows.

Late Payment: A late fee of shall accrue on any undisputed invoiced amount not paid within days of the invoice date.

Term and Termination

This Request shall commence on the Effective Date and remain in effect until the earlier of completion of the Scope of Work or the End Date: .

Either party may terminate this Request for convenience upon written notice to the other party at least days prior to termination. Termination for material breach shall be effective upon written notice if the breach is not cured within days of receipt of notice.

Upon termination, Service Provider shall deliver to Requestor all work product completed to the termination date and Requestor shall pay Service Provider for all fees and expenses reasonably incurred through the effective date of termination.

Confidentiality

For purposes of this Request, "Confidential Information" means all non-public information disclosed by Requestor to Service Provider in connection with the performance of the Scope of Work, including but not limited to personal identifiers, account numbers, legal claims, contract terms, and proprietary business information. Confidential Information excludes information that (a) is or becomes publicly available through no fault of Service Provider; (b) was in Service Provider's possession prior to disclosure by Requestor; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Service Provider.

Service Provider shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for the performance of the Scope of Work; (iii) restrict disclosure to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iv) implement reasonable administrative and technical safeguards to protect Confidential Information from unauthorized access or disclosure.

The obligations of confidentiality shall survive termination of this Request for a period of , except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Records, Compliance and Legal Constraints

Service Provider shall conduct searches and access records only to the extent permitted under applicable law and shall not request or use information that would require disclosure in violation of law or contract. Service Provider will notify Requestor promptly if a legal restriction prevents performance of any requested activity and will consult with Requestor regarding lawful alternatives.

Indemnity and Limitation of Liability

Requestor agrees to indemnify, defend and hold harmless Service Provider from and against any claims, liabilities, costs or expenses arising from Requestor's breach of these terms, Requestor's improper use of the search results, or Requestor's false or incomplete representations to Service Provider. Service Provider's liability for any claim arising under this Request shall be limited to direct damages not to exceed the total fees paid by Requestor to Service Provider under this Request; in no event shall Service Provider be liable for consequential, incidental or punitive damages.

Governing Law and Dispute Resolution

This Request 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 shall attempt in good faith to resolve disputes promptly through negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration or as otherwise agreed by the parties in writing.

Entire Agreement

This Request, including any attachments or agreed written statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Request must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign or transfer its rights or obligations under this Request without the prior written consent of the other party, except that Service Provider may engage subcontractors provided that Service Provider remains responsible for performance. Notices required under this Request shall be in writing and delivered to the contact information set forth above.

Acknowledgment

By signing below, the individuals executing this Request represent and warrant that they are authorized to bind the respective parties to the terms and conditions set forth herein.

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