Miscellaneous Combined Disclosures

MISCELLANEOUS COMBINED DISCLOSURES

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals (WHEREAS)

WHEREAS, Client has engaged Service Provider to perform services and make disclosures as set forth in this document and any attachments, and Service Provider has agreed to perform such services under the terms and conditions set forth below;

WHEREAS, the parties intend to combine multiple required disclosures and representations regarding known material facts, regulatory matters, conflicts of interest, and other items into this single written statement to reduce ambiguity and to memorialize the parties' respective obligations;

WHEREAS, the parties acknowledge that certain disclosures may be amended by written notice delivered in accordance with the notice provisions of this document.

Combined Disclosures

The Service Provider makes the following disclosures to the Client. The Service Provider certifies that, to the best of its knowledge after reasonable inquiry, the statements checked below are accurate as of the Effective Date unless additional facts are provided in the explanation field.

Conflict of interest that may materially affect performance disclosed to Client

Knowledge of material defects, hazardous conditions, or regulatory violations related to services to be performed

Business relationships with third-parties that could reasonably be expected to influence services

No known disclosures (Service Provider affirms no other material facts to disclose)

Scope of Work

The Service Provider shall perform the services described below. The parties agree that the Scope of Work may be supplemented only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All sums are due in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date and shall terminate on the End Date, subject to earlier termination as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure within the notice period stated above. Termination does not relieve the Client of the obligation to pay for services rendered and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each party agrees to maintain in confidence all Confidential Information disclosed by the other party, and to use such information solely for the purposes of performing obligations under this Agreement. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession without restriction prior to receipt from the disclosing party; or (c) is rightfully received from a third party without restriction and without breach of any confidentiality obligation. The receiving party will return or destroy Confidential Information upon written request of the disclosing party.

Representations and Warranties; Dispute Resolution

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Except as expressly stated in this Agreement, no other warranties are made. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by the courts under the Governing Law provision below.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any suit arising out of this Agreement shall lie in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgments

By signing below, each party certifies that it has read and understands this Agreement, that the factual disclosures provided herein are true and complete to the best of the signatory's knowledge, and that the signatory is duly authorized to bind the party for whom the signatory executes this Agreement. Each party acknowledges that remedies for breach may include injunctive relief in addition to monetary damages.

Attachments

Attachments and schedules incorporated by reference:

Sign Now