Information Search Request

INFORMATION SEARCH REQUEST

This Information Search Request (the Agreement) is entered into by and between Requestor Name: with address: and Provider Name: with address: .

WHEREAS

WHEREAS, Requestor requires a professional search, retrieval and compilation of records and information as more fully described below for legitimate business purposes, including but not limited to due diligence, litigation support, and regulatory compliance; and

WHEREAS, Provider represents that it possesses the expertise, resources and lawful authority to perform the requested searches and to deliver records and reports in accordance with applicable laws and industry standards; and

WHEREAS, the parties desire to set forth the scope, terms, payment and confidentiality obligations governing the requested search services.

SCOPE OF WORK

Search Time Range: From to .

Jurisdiction(s):

Public records     Corporate filings     Property records
Litigation & court records     Online / social media     Other:

PAYMENT TERMS

Total Estimated Fee: $

Invoicing and Due Date: Invoices will be issued to Requestor and payment is due within days of invoice date.

Late Payment: Any amount not paid when due shall accrue interest at or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Requestor of its obligation to pay Provider for services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Provider shall treat all information obtained from Requestor and all materials prepared in performance of the searches as Confidential Information except to the extent that such information: (a) is or becomes public through no fault of Provider; (b) is rightfully obtained by Provider from a third party without breach of any obligation to Requestor; or (c) is required to be disclosed by law, regulation, or valid judicial or administrative process, in which case Provider shall provide prompt written notice to Requestor when legally permitted to do so.

Provider agrees to use reasonable administrative, technical and physical safeguards to protect Confidential Information and shall permit access only to personnel with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Requestor shall defend, indemnify and hold harmless Provider from and against any third-party claims arising out of Requestor's misuse of the information or Requestor's violation of applicable law or rights of third parties. Provider's liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Requestor under this Agreement, and in no event shall Provider be liable for consequential, incidental, special or punitive damages.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between Requestor and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment shall be effective unless executed in writing by both parties.

AUTHORIZATION AND CERTIFICATIONS

Requestor certifies that it has the authority to request the searches described herein and authorizes Provider to obtain and review records and data as necessary to perform the services. Requestor agrees to comply with applicable privacy, data protection and other legal obligations in connection with the use of information provided by Provider.

Requestor further acknowledges that Provider will rely upon the scope and authorizations supplied by Requestor, and Requestor shall be responsible for obtaining any consents or releases required by law for Provider to access third-party records.

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