Document Delivery Request

DOCUMENT DELIVERY REQUEST

This Document Delivery Request Agreement (the Agreement) is made effective as of / / by and between:

WHEREAS

WHEREAS, Requestor requires delivery of certain documents, records and materials described below for legitimate business purposes; and

WHEREAS, Provider is duly authorized and equipped to prepare, compile, transmit and deliver such documents in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, delivery schedule, fees and confidentiality obligations with respect to the requested document delivery.

SCOPE OF WORK

Provider shall prepare, compile and deliver the documents and materials identified below in accordance with the delivery method and schedule specified. Provider shall perform such services in a professional manner and in compliance with applicable law.

DELIVERY DETAILS

Requested Delivery Date:

Delivery Method (select all that apply):

PAYMENT TERMS

Requestor agrees to pay Provider the fees described below for the preparation, handling and delivery of the requested documents. All fees are due in accordance with the schedule below. Provider may withhold delivery until payment is received as provided in this Agreement.

Late Payment: Any undisputed amount not paid within days of the payment due date shall accrue interest at the rate of . Provider may suspend further deliveries until past due amounts are paid.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within 14 days of written notice.

Upon termination, Requestor shall pay Provider for all services performed and documented expenses incurred through the effective date of termination. Provider shall, at Requestor's direction and expense, deliver to Requestor any completed or partially completed documents prepared prior to termination.

CONFIDENTIALITY

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to any third party except to employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The foregoing obligations do not apply to Confidential Information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without breach of obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or valid court order, provided it gives prompt written notice to the disclosing party to permit it to seek a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Exclusive jurisdiction for any disputes arising out of this Agreement shall be the state and federal courts located within that jurisdiction.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that, to the best of its knowledge, the materials delivered will not infringe third-party rights.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or executed statements of work, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

AUTHORIZATION

Requestor certifies that it has the authority to request the delivery of the documents described herein and that any instructions provided to Provider are accurate and lawful. Requestor agrees to defend, indemnify and hold Provider harmless from claims, liabilities and expenses resulting from Requestor's instructions or misuse of delivered documents except to the extent caused by Provider's gross negligence or willful misconduct.

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