Noble Life Searches Document

Noble Life Searches Document

Parties

Recitals

WHEREAS, Client Name: desires to retain Provider Name: to perform investigative and records search services as set forth in this Agreement; and

WHEREAS, Provider represents that it possesses the experience, personnel and systems necessary to perform such searches in compliance with applicable law and professional standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services effective as of Effective Date: .

Scope of Work

Provider shall perform the search services described below (the "Services"). Provider will use commercially reasonable efforts to locate and report information from public and proprietary records consistent with the search parameters agreed by the parties.

Specific search categories ordered (select all that apply):

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the Services. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Deposit due on or before Deposit Due Date: . Remaining balance due on or before Balance Due Date: , unless otherwise agreed in writing.

In the event of late payment, Provider may suspend Services and shall be entitled to recover all collection costs, including reasonable attorneys' fees and expenses. Any payment not timely paid shall accrue interest as set forth above, to the maximum extent permitted by law.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of breach.

Upon termination, Client shall pay Provider for Services performed through the effective date of termination and reimburse Provider for any non‑cancellable costs and third‑party expenses incurred on Client's behalf. Provider shall deliver any completed reports and shall return or destroy Confidential Information in accordance with the Confidentiality clause.

Confidentiality

"Confidential Information" means all non‑public information disclosed by one party to the other in connection with this Agreement, whether in oral, written, electronic or other form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use such Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to any third party except to employees, agents, and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall continue for Confidentiality Duration (years): years following termination or expiration of this Agreement, unless otherwise required by law.

Compliance and Limitations

Provider shall perform Services in a commercially reasonable manner and in compliance with applicable laws and regulations. Client acknowledges that Provider's ability to locate or verify records is dependent on third‑party sources and available records; Provider does not guaranty completeness or the continued accuracy of information and disclaims any warranty except as expressly set forth herein.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability under this Agreement shall not exceed the total fees actually paid by Client to Provider for the Services giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Indemnification

Client agrees to indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's use or reliance on the Services in violation of law, or Client's submissions to Provider. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performing the Services.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: , without regard to its conflicts of law principles. The parties agree to negotiate in good faith to resolve disputes, and may pursue any available equitable or legal remedies in courts of competent jurisdiction located in the agreed governing jurisdiction.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of Provider's assets.

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