Reporting Covenant Template

REPORTING COVENANT AGREEMENT

This Reporting Covenant Agreement (the "Agreement") is made as of Effective Date: by and between Reporting Party: , a organized under the laws of , and Recipient: .

WHEREAS

WHEREAS, the Reporting Party possesses certain operational and financial information relevant to the Recipient's oversight, evaluation, or contractual monitoring; and

WHEREAS, the Recipient requires periodic and event-driven reports to satisfy regulatory, investor, or internal compliance requirements, and the Reporting Party is willing to covenant to provide such reports under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK / REPORTING OBLIGATIONS

The Reporting Party shall deliver the reports described above in the formats and by the schedules set forth below. Reports shall include, at a minimum, the data fields, supporting documentation, and certification of accuracy reasonably requested by the Recipient. The Reporting Party warrants that all submitted reports will be complete, true, and prepared in accordance with materially applicable accounting and recordkeeping standards.

REPORTING SCHEDULE

Monthly    Quarterly    Annually    Event-driven (upon material event)

PAYMENT TERMS

As consideration for the Reporting Party's covenant to provide the reports described herein, the Recipient shall pay the Reporting Party as follows.

Payments not received within the period specified in the Payment Schedule shall incur the Late Fee and interest at the rate specified above, calculated from the due date until paid in full. The Right to suspend reporting obligations for non-payment is reserved where permitted by law following fourteen (14) days' written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall expire on End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party with the Notice Period specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that information exchanged pursuant to this Agreement may be Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The Recipient of Confidential Information shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) restrict disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. The confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

REMEDIES

The parties acknowledge that any breach of the confidentiality provisions or failure to deliver reports as required may cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedy, the non-breaching party shall be entitled to seek injunctive relief and specific performance without posting bond, in addition to all other available legal and equitable remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the federal and state courts located in that state for the resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any default or breach shall be deemed a waiver of any subsequent default or breach. The parties are independent contracting parties and nothing in this Agreement creates a partnership, joint venture, or agency relationship unless expressly stated in writing.

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