Annual Business CEAR Revision

ANNUAL BUSINESS CEAR REVISION AGREEMENT

This Annual Business CEAR Revision Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at (Client), and Service Provider Name: with principal place of business at (Service Provider). Together, the Client and the Service Provider are referred to as the Parties.

WHEREAS

1. WHEREAS, the Client maintains an annual Corporate Entity Annual Report (CEAR) and requires a revision of certain disclosure elements, schedules, or attachments to ensure accuracy and regulatory compliance; and

2. WHEREAS, the Service Provider has expertise in preparing, reviewing and revising corporate filings and related business reports and has agreed to perform the CEAR revision services under the terms set forth herein; and

3. WHEREAS, the Parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing the CEAR revision in this written Agreement.

SCOPE OF WORK

The Service Provider shall perform the CEAR revision tasks described below. The Parties agree that all deliverables will conform to the specifications and schedule set out in this section.

PAYMENT TERMS

Client shall compensate Service Provider in accordance with the following payment provisions. All amounts are expressed in U.S. Dollars unless otherwise stated.

All invoices are due as set forth in the payment schedule. Unpaid amounts shall accrue the specified late fee from the date due until paid in full. Client shall be responsible for reasonable costs of collection, including attorney fees, if applicable.

TERM AND TERMINATION

This Agreement commences on the Start Date set below and, unless earlier terminated in accordance with this section, will continue until the Completion Date or until terminated pursuant to this Agreement.

Start Date:    Completion / End Date:

Either Party may terminate this Agreement 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 fifteen (15) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) retain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required for performance or as required by law, provided the receiving Party uses commercially reasonable efforts to limit disclosure and to obtain confidential treatment.

The foregoing obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which a Party's obligations shall continue for as long as such information remains a trade secret under applicable law.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither Party shall be liable for incidental, consequential, special or punitive damages. Each Party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship. Notices shall be in writing and delivered to the addresses set forth above.

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