Request for Information Template

REQUEST FOR INFORMATION TEMPLATE

Parties

Requestor Name:    Business/Entity Type: Corporation LLC Other

Responder Name:    Business/Entity Type: Corporation LLC Other

Recitals

WHEREAS, Requestor seeks information, documentation and reasonably related materials in connection with Requestor's evaluation of potential business activities, procurement, compliance review, or other legitimate business purposes (the "Request");

WHEREAS, Responder possesses knowledge, documents, data and other materials that may be responsive to the Request and is willing to provide such information subject to the terms and conditions set forth in this Request for Information Template (this "Agreement");

WHEREAS, the parties desire to memorialize the scope, timing, fees, confidentiality obligations and other terms governing the production and use of the requested information.

Scope of Information Requested

Deliverables, Format and Timing

Delivery Format:

Requested Delivery Date:    Interim Milestones (if any):

Payment Terms

All invoices shall be payable within days of receipt unless otherwise agreed in writing. Fees payable hereunder are exclusive of applicable taxes, which shall be borne by the party responsible for payment.

Term and Termination

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered and reimbursement of expenses.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or sensitive information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, electronically or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of evaluating or performing the Request.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by Receiving Party; (ii) was rightfully known to Receiving Party prior to disclosure without restriction; (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates with reasonable protective measures.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the Disclosing Party may seek equitable relief, including injunctive relief, in addition to other remedies available at law or in equity.

Representations; Compliance

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Responder represents that, to the best of its knowledge, any information provided under this Agreement will not infringe any third party intellectual property rights and has been collected, stored and disclosed in compliance with applicable laws and contractual obligations.

Governing Law

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

Entire Agreement; Amendments

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing and signed by the waiving party. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

Sign Now