Document Name Mismatch

DOCUMENT NAME MISMATCH — GENERAL BUSINESS AGREEMENT

This General Business Agreement regarding a Document Name Mismatch (the Agreement) is entered into by and between: Client Name: and Contractor Name: . The effective date of this Agreement is .

RECITALS

WHEREAS, Client represents that certain documents, records or instruments presented in the course of business reference a name that differs from Client's full legal name (the Name Mismatch) and such discrepancy may affect performance, payment, recordation, or third-party reliance; and

WHEREAS, Contractor will provide the services described in this Agreement and the parties desire to define responsibilities and remedies with respect to identification, correction and indemnification arising from any Document Name Mismatch;

WHEREAS, the parties intend that this Agreement govern the allocation of risk, corrective action and payment with respect to any documents, invoices, filings, or other instruments affected by a Name Mismatch.

SCOPE OF WORK

The services include identification of documents affected by the Name Mismatch, preparation of corrective documentation where permitted, coordination with third parties to update records, and reasonable assistance in establishing continuity between the mismatched name and the Client's legal name. Contractor shall not file or record corrected legal instruments without written authorization from Client.

PAYMENT TERMS

Invoices shall be submitted by Contractor and paid by Client pursuant to the schedule above. Invoices shall be due within days of receipt. Late payments shall bear interest at the rate of per month (or the maximum permitted by applicable law), compounded monthly, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public business, financial, technical or other information disclosed in connection with this Agreement, including the identity of affected documents and steps to correct a Name Mismatch. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party or that is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses for its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

By checking this box, the signatory acknowledges the confidentiality obligations set forth in this Agreement.

NAME MISMATCH — CORRECTIVE ACTION AND INDEMNITY

Client represents and warrants that it is the lawful owner or authorized representative of the legal entity whose name may differ from names appearing on certain documents. Client shall, at its expense, within days of written request by Contractor, execute and deliver any corrective affidavits, powers of attorney, or ratifications reasonably required to cure the Name Mismatch, provided such instruments are lawful and reasonably tailored to address the mismatch.

Client shall indemnify, defend and hold harmless Contractor and its officers, directors and agents from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising from claims by third parties attributable to the Name Mismatch, except to the extent such claims are caused by Contractor's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

NOTICES

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