Transactional Service Agreement

Note:[Underlined bracketed] areas must be completed in order for agreement to be valid. Any unauthorized modification to other text may nullify this agreement.

Project Name: [______]

This Bowne Virtual Dataroom Service Agreement (the “Agreement”), effective as of[Date],2008 (the “Effective Date”), between [Bowne of site name], (“Bowne,”) and [Client], a[State name] corporation (“Client”).

WHEREAS, Bowne is a provider of services to create, manage and maintain a virtual data room (VDR) for purposes of providing access to documents and other materials in connection with due diligence; and

WHEREAS, Client wishes to obtain and utilize Bowne’s services to create, manage and maintain a VDR in connection with a possible transaction, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

1. General
Bowne VDR is a secure web-based service that enables 24x7 remote access to documents or related information.

2.Services Provided
Bowne shall provide to Client the following services:

  • Construction ofa virtual data room web site.
  • Scanning and coding of physical (paper) documents, as requested by Client (option).
  • Uploading ofClient-provided data to the VDR.
  • Creation of a Client-specified index and organization of documents.
  • Project management.
  • Customer Service (7x24x365) to Client and Client-authorized users (“Authorized Third-Party Users”).(An unlimited number of authorized users are allowed.)
  • Real-time usage reports.
  • Security levels for each document and each Authorized Third-Party User.
  • Training of Client personnel (deal team) and Authorized Third-Party Users.

Bowne and Client shall agree on procedures regarding the VDR. Bowne can recommend best practices for organizing and managing data, including the designation of Authorized Third-Party Users and uploading information to a staging area prior to publication on the site for access to Authorized Third Party Users.

  1. Fees

Feesare based on the cumulative number of pages loaded into the data room.Should the page volume of the site graduate to a higher tier, subsequent pages will be charged at the tier reached. These fees will apply if this service agreement is executed within 30 days of preparation of this document.

Tier / # of Pages / Price Per Page (Electronic format)
1 / ≤ 4,500 / Flat Project Fee of $6,500
2 / 4,501 – 10,000 / $1.45
3 / 10,001 – 20,000 / $1.25
4 / 20,001 – 30,000 / $1.10
5 / 30,001 – 50,000 / $1.00
6 / Above 50,000 / $.85

Note: Page count of non-PDF documents (i.e. Excel, Word, etc.) will be calculated as 1MB = 10 pages and charged according to the grid above.

Optional Services / Price
Scanning of paper documents:
•At one of the 6 VDR production facilities / $.25 per page
•At another location, e.g.Client office / $.35 per page, minimum $3,500
•Larger than 11” x 17” (or A4 equivalent) / $15 per page
Preparation of documents prior to scanning, including slip sheet insertion for document breaks and naming of documents to match client-supplied index / $.15 per page (added to scanning charge)
Other document services: print, bind, copy & ship / $.25 per page
On-site equipment provision / $450 per scanner
Expenses: travel to scanning location
Other direct costs / Reasonable
Reasonable
CD/DVD archive of contents and audit reports / $250 per set
Additional data management services, e.g. text redaction, manual alerts, pdf conversion, file compression, file splitting / $150 per person, per hour
Advanced site customization and custom site programming / $225 per hour
Weekend Project Management
6:00pm Friday – 8:00am Monday (client local time)
Holidays – All hours / $150 per person, per hour
Foreign language translation / Ask for price quotation

4. Invoicing

Bowne shall invoice monthly as charges are incurred, during the term of this agreement and any renewal period. All payment shall be due net thirty (30) days.

5. Confidentiality

(a) Bowne shall treat all confidential/proprietary information which it may receive from Client, including but not limited to information identified by Client as confidential/proprietary, as the secret, confidential and proprietary information of Client. Except as otherwise set forth below, “Confidential/Proprietary Information” shall be deemed to include, but shall not be limited to, the existence of this Agreement, potential transactions involving Client, all information of a confidential or proprietary nature concerning Client’s or its subsidiaries’ products, software, ideas, know-how, financial plans and strategies, technology, systems, customer and employee data, documentation, services, or processes, provided by Client to Bowne under this Agreement. Bowne acknowledges and agrees that (i) the contents of any e-mailing or e-mail file, and (ii) any and all information relating to customers and applicants of Client and its subsidiaries or relating to their accounts with Client or its subsidiaries or applications for such accounts provided hereunder (the information in (i) and (ii) is referred to, collectively, as “Customer Information”) shall be the sole and exclusive property of Client and its subsidiaries and shall be considered Confidential/Proprietary Information but may be used by Bowne solely as necessary to provide the services pursuant to this Agreement. Bowne shall take all necessary commercially reasonable steps designed to protect and to not disclose Confidential/Proprietary Information and, in that regard, shall employ commercially reasonable information and data security procedures designed to prevent, and (if prevention does not succeed) address incidents of, the unauthorized use or disclosure of Confidential/Proprietary Information, including Customer Information, and shall comply with applicable law relating to confidentiality, privacy and data security.

Bowne will not reproduce, publish or disclose the Confidential/Proprietary Information to a third party, (except authorized subcontractors), or use it for any purpose other than performance under this Agreement.

Notwithstanding anything to the contrary set forth in this Section 5, Bowne, with client consent, may disclose the fact that Client has retained the services of Bowne and further, Bowne will not be in breach of this Agreement for disclosure of Confidential/Proprietary Information which Bowne can demonstrate was: (i) known to Bowne prior to its receipt from the other Party without a limitation or obligation of confidentiality under another agreement; (ii) independently developed by Bowne without use of the Confidential/Proprietary Information; (iii) in the public domain at the time of disclosure through no fault of Bowne; (iv) received by Bowne from a third party with a legal or contractual right to disclose such information or data (except as set forth in this Section 5.a.); or (v) required to be disclosed as a result of a legal obligation to do so, provided, however, that with respect to this section (v), Bowne must provide reasonable prior written notice to Client of its intention to disclose such information.

(b)Bowne understands that in the event it fails to comply with this Section 5, Client may suffer irreparable harm which may not be adequately compensated for by monetary damages alone. The parties therefore, agree that in the event of its breach or threatened breach of this provision, Client shall be entitled to seek injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.

(c) Upon Client request, Bowne shall return Client's Confidential Information and destroy any copies thereof, including electronic copies but may retain such copies as may be required by applicable law.

This Section 5 shall survive the expiration or termination of this Agreement.

6.Miscellaneous

(a)Notwithstanding any language to the contrary contained in this agreement or any exhibits attached hereto, under no circumstances shall any party be liable to the other for any indirect, incidental, special, or consequential damages, including but not limited to loss of reputation, loss of profit, or loss of goodwill, arising from or relating to performance under this agreement, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort (including negligence), or otherwise, and even if a party has been advised of the possibility of such damages. The aggregate liability of the parties under this Agreement shall not exceed the total fees paid by Client hereunder.

(b)Except as otherwise set for herein, all representations and warranties, express or implied, and including, but not limited to, the warranties of merchantability and fitness for a particular purpose are expressly excluded.

(c)This Agreement may be signed in several counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same Agreement. It shall not be necessary for all parties to execute the same counterpart hereof. The parties to this Agreement are authorized to execute this Agreement, and transmit a signed copy of same via facsimile to the other party, who hereby agrees to accept and rely upon such documents as if they bore original signatures.

(d)The parties hereto acknowledge that they have read this entire Agreement and that the Agreement, including any Procedures as shall be in effect from time to time, constitute the entire understanding and contract between the parties and supersede any and all prior or contemporaneous oral or written or other communications with respect to the subject matter hereof, signed by the parties prior to its effective date. This Agreement may not be modified, amended or in any way altered except by an instrument in writing signed by the parties.

(e) Invoices for the work performed by Bowne pursuant to this Agreement should be sent to:

[______CLIENT ]

(f) Notices to the parties to this Agreement shall be sent to:

If to Bowne:

Bowne & Co., Inc.

55 Water Street

New York, New York10041

Attention: Senior Vice President & General Counsel

Fax: 212-658-5898

If to Client:

[______ADDRESS______]

(g)Term and Termination. This Agreement shall be in effect for a period of six months from the Effective Date. Either party can terminate this Agreement upon thirty (30) days prior written notice to the other party. After six-month term, agreement shall continue on a month-to-month basis at the same cost, until Client provides at least seven (7) days advance cancellation notice.Bowne may terminate this Agreement immediately if the Client shall have become insolvent or bankrupt, filed for voluntary bankruptcy or have had involuntary bankruptcy filed again them.

(h)Captions/Headings. The captions and headings of the Articles, clauses and paragraphs contained herein have been inserted for the convenience of the parties and shall not be construed as a part of or modifying any provisions of this Agreement.

(i)Severability. If any provision of the Agreement is held invalid or unenforceable, such provision shall be considered separate and apart from the remainder of this Agreement and the other provisions shall remain fully valid and enforceable.

(j)Governing Law. The laws of the State of New York govern this Agreement. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and Federal courts located in New York, New York.

(k)Bowne has the right to use subcontractor(s) at its discretionto provide the Services hereunder. Nevertheless, Bowne shall remain liable under this Agreement and shall be responsible for the strict compliance by each subcontractor with the applicable provisions of thisAgreement, including, but not limited to, the confidentiality provisions hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date as written above.

By Bowne

Signature:______

Name (print or type): ______

Title:______

Acknowledged and Agreed to:

By Client

Signature:______

Name (print or type): ______

Title:______

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