Miscellaneous Cabinet Page

MISCELLANEOUS CABINET PAGE — GENERAL BUSINESS AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Client Name: (the "Client") seeks certain services and recordation of a cabinet page maintained as part of Client's business records; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the expertise and resources to prepare, maintain, and deliver the cabinet page and related documentation in accordance with the terms below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and maintain records identified on the cabinet page.

Scope of Work

Services shall include preparation, review, and delivery of the cabinet page and any appendices, revisions, or supporting documentation reasonably necessary for Client's business records. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Final Payment Due Date:

All amounts payable under this Agreement are exclusive of applicable taxes. Provider shall invoice Client in accordance with the payment schedule. Unpaid amounts shall accrue the late fee stated above, compounded monthly, to the fullest extent permitted by law.

Term and Termination

Commencement Date:

Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following receipt of written notice. Termination shall be without prejudice to any accrued rights or liabilities of either party.

Confidentiality

Each party shall maintain in confidence all nonpublic information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or valid court order, provided the receiving party gives prompt written notice to the disclosing party to allow a protective order or other remedy.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict-of-law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the jurisdiction identified below for any dispute arising out of or relating to this Agreement.

Representations; Entire Agreement

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Client represents that execution of this Agreement has been duly authorized by all necessary corporate or other action.

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or similar transaction.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice.

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