Advisor Assist Template

ADVISOR ASSIST TEMPLATE

This Advisor Assist Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Advisor has professional expertise and experience in providing advisory services, analysis, recommendations and related assistance in the areas identified in the Scope of Work; and

WHEREAS, Client desires to engage Advisor to provide such advisory services under the terms and conditions set forth in this Agreement, and Advisor is willing to provide those services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Advisor shall provide advisory services to Client as described below. Advisor will perform these services with reasonable care, skill and diligence in accordance with generally accepted professional standards.

2. Payment Terms

As consideration for the services described in Section 1, Client shall pay Advisor in accordance with the following terms.

All fees are exclusive of any taxes, duties or other governmental charges. Client shall reimburse Advisor for pre-approved out-of-pocket expenses incurred in connection with performance of the services.

3. Term and Termination

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

4. Confidentiality

Each party (Receiving Party) shall keep confidential and not disclose to any third party any non-public proprietary or confidential information (Confidential Information) of the other party (Disclosing Party) received in connection with this Agreement. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, agents or contractors on a need-to-know basis provided such persons are subject to confidentiality obligations no less protective than those contained herein. Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party upon request.

5. Liability; Indemnification

Advisor's liability to Client for any claim arising out of or related to this Agreement shall be limited to direct damages and shall not exceed the total fees paid by Client to Advisor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that state, and the parties hereby submit to the personal jurisdiction of such courts.

7. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally-recognized overnight courier.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Advisor may assign to an affiliate or in connection with a sale of substantially all of its assets.

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