Adviser Appointment Form

ADVISER APPOINTMENT FORM

THIS ADVISER APPOINTMENT AGREEMENT (the Agreement) is made effective as of (Effective Date).

WHEREAS

WHEREAS, Client Name: (Client) desires to engage an adviser to provide professional advisory services in accordance with the terms set forth herein;

WHEREAS, Adviser Name: (Adviser) represents that it has the experience and capacity to provide such services and agrees to accept appointment under the terms of this Agreement.

1. APPOINTMENT AND ACCEPTANCE

Client hereby appoints Adviser, and Adviser hereby accepts such appointment, to perform the advisory services described in this Agreement for the term and on the payment terms set forth below. Adviser shall perform services with the degree of skill and care reasonably expected of a professional adviser in Adviser’s field.

2. PARTIES' CONTACT INFORMATION

3. SCOPE OF WORK

Adviser shall provide advisory services as described below. The scope may be amended only by written agreement signed by both parties.

4. FEES AND PAYMENT TERMS

All fees are exclusive of applicable taxes. Adviser shall submit invoices in writing and Client shall pay undisputed amounts in accordance with the terms above. Disputes with respect to invoices must be notified in writing within ten (10) days of receipt.

5. TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

6. CONFIDENTIALITY

For the purpose of this Agreement, Confidential Information means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall hold Confidential Information in strict confidence and shall not use or disclose it except as required to perform obligations under this Agreement or as required by law.

The obligations under this Section shall survive termination or expiration of this Agreement for the period indicated above. Confidential Information does not include information that (i) is or becomes public other than by breach, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of Confidential Information.

7. REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents and warrants that it has the authority to enter into this Agreement. Adviser warrants that services will be performed in a professional and workmanlike manner. Except as expressly provided in this Agreement, neither party makes any other warranty, express or implied. To the extent permitted by law, Adviser’s liability shall be limited to direct damages up to the total fees paid by Client under this Agreement during the twelve (12) months preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Adviser may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may designate in writing.

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