SEC Finalization Document

SEC Finalization Document

This SEC Finalization Document (the "Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A has performed the actions and delivered the materials described in the scope below in furtherance of the settlement, closing, or finalization activities contemplated by the parties; and

WHEREAS, Party B has reviewed preliminary documentation and provided conditional approval of such deliverables, subject to finalization of outstanding items and execution of this Agreement; and

WHEREAS, the parties desire to set forth the agreed final tasks, payment obligations, and conditions for final acceptance and closing of the matter as set forth in this Agreement.

Scope of Work

The parties agree that the finalization work to be performed by Party A and accepted by Party B shall include the following tasks, deliverables, and milestones. Party A shall perform the scope with professional care and in accordance with any schedules set forth herein.

Payment Terms

In consideration for the services and deliverables set forth in the Scope of Work, Party B shall pay Party A in accordance with the terms below.

Payment is due within days of invoice or acceptance of the final deliverable, whichever occurs later. Payments shall be made by the method agreed in writing by the parties.

Any past-due amount shall accrue interest at % per month (or the maximum permitted by applicable law) or a flat late fee of USD, whichever is greater.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. In addition, either party may terminate for convenience upon days' prior written notice to the other party.

Termination shall not relieve either party of payment obligations accrued prior to the effective date of termination, and any provisions that by their nature should survive termination shall so survive.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public, confidential, or proprietary information of the other party (the "Disclosing Party") that is identified as 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 generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or valid order of a court or governmental authority, provided the Receiving Party gives prior written notice to the Disclosing Party to the extent permitted and cooperates with any reasonable protective measures requested.

The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of from the date of termination, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as either party may specify in writing in accordance with this Section. Notices shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation; however, either party may seek equitable relief in any court of competent jurisdiction to prevent irreparable harm.

Representations and Warranties

Each party represents and warrants to the other that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

Entire Agreement

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

Acceptance & Finalization Confirmation

By signing below, each party certifies that it has read, understands, and agrees to the terms of this Agreement, that the Scope of Work and Payment Terms reflect the parties' final agreement, and that all preconditions for finalization set forth in this Agreement have been satisfied to the signing party's knowledge, except as expressly noted in writing.

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