Thank You Business Note

THANK YOU BUSINESS NOTE

Business Name:    Recipient Name:

Effective Date:

WHEREAS (RECITALS)

WHEREAS, Sender has provided business introductions, professional referrals, and limited advisory assistance to Recipient and its affiliates in connection with Recipient's commercial activities, and Sender and Recipient desire to record the acknowledgment of those services and the terms governing any ongoing collaboration.

WHEREAS, Recipient acknowledges the value of the services and introductions provided by Sender and intends to provide consideration and cooperate with reasonable requests from Sender in connection with the matters described herein.

WHEREAS, the parties desire to set forth certain terms concerning the scope of continued assistance, any payment for services, confidentiality, and the governing law for their relationship as memorialized in this Thank You Business Note.

SCOPE OF WORK

The services to be provided by Sender as described above are limited to introductions, advisory commentary, and coordination support. Any additional or formal consulting engagement will require a separate written agreement executed by both parties.

PAYMENT TERMS

All payments are exclusive of taxes and any applicable withholding. Recipient shall be responsible for all taxes imposed on amounts payable under this Note, except taxes based on Sender’s net income. Payments not made when due shall accrue the late fee specified above and interest to the maximum extent permitted by law.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Note for convenience upon providing the other party the notice period specified above. Either party may terminate immediately for material breach if the breaching party fails to cure within ten (10) days after written notice. Termination will not relieve Recipient of any payment obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance under this Note, it may receive Confidential Information of the other party. Confidential Information means business, financial, technical, and other non-public information disclosed in writing, orally and designated as confidential, or that reasonably should be understood to be confidential under the circumstances.

Each party agrees to (a) hold the 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 as permitted herein; and (c) use Confidential Information solely for the purposes contemplated by this Note. Confidentiality obligations survive termination for a period of two (2) years, except for trade secrets which shall be protected for so long as they remain trade secrets.

By checking this box, the signatory acknowledges and agrees to the confidentiality obligations set forth in this Note.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Thank You Business Note, together with any written schedules or attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral. Any amendment to this Note must be in writing and signed by both parties.

The parties acknowledge that this Note is intended to memorialize appreciation and the limited terms described above and does not itself create obligations beyond those expressly set forth.

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