Draft Notification Notice

Draft Notification Notice

Notice Number:    Date Issued:

Notifying Party Name:

Notifying Party Address:

Receiving Party Name:

Receiving Party Address:

Recitals

WHEREAS, the Notifying Party and the Receiving Party are negotiating a proposed provision of goods and/or services described herein, and the Notifying Party issues this Draft Notification Notice for the purpose of memorializing the material terms of the proposed engagement pending execution of a final agreement; and

WHEREAS, the parties intend for this Notice to identify the scope of anticipated services, payment expectations, and the anticipated term so that the Receiving Party may accept or propose modifications in writing within the applicable review period; and

WHEREAS, except as expressly provided in the Confidentiality section below, this Notice does not alone create a binding services agreement for performance beyond the mutual obligations to negotiate in good faith and to preserve confidentiality of draft materials as provided herein.

Scope of Work

Payment Terms

The Receiving Party anticipates compensation to the Notifying Party as set forth below. Absent a fully executed agreement to the contrary, these terms constitute the proposed payment arrangement for purposes of drafting the final agreement.

Term and Termination

This Draft Notification Notice proposes the following term and termination mechanics for the anticipated engagement.

Start Date:    End Date:

Confidentiality

All information designated in writing as confidential by either party, and all draft contractual provisions transmitted with this Notice, shall be treated as Confidential Information. Each party shall (i) use such Confidential Information solely for the purpose of negotiating and performing the services described herein, (ii) not disclose such Confidential Information to third parties except to those employees, agents or advisors with a strict need to know who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect the confidentiality of such information.

This Confidentiality obligation shall survive termination or expiration of this Notice for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as legally permissible.

  I certify that this Draft Notification Notice contains Confidential Information as defined above.

Governing Law

This Notice and any final agreement arising from the terms set forth in this Notice shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles.

Entire Agreement

This Draft Notification Notice sets forth the material terms being proposed and, together with any subsequent written amendment executed by both parties, constitutes the complete record of the parties’ current understanding with respect to the subject matter hereof. No prior or contemporaneous oral or written representations, whether made by correspondence or otherwise, shall alter these terms unless incorporated into a written agreement signed by both parties. Except for confidentiality obligations expressly set forth herein, neither this Notice nor any communication in connection with it shall be construed as an obligation to perform services until a final, signed services agreement is executed by both parties.

Acceptance and Response

The Receiving Party may indicate acceptance of the proposed draft terms by signing below and returning a fully executed copy of this Notice within the notice period set forth above. Any modifications, counterproposals, or conditional acceptances must be provided in writing and signed by an authorized representative of the responding party.

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