Annual Letter

ANNUAL LETTER AND SERVICES AGREEMENT

This Annual Letter and Services Agreement (the Agreement) is made effective as of , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to perform the annual advisory services and deliverables described herein, and Service Provider has represented that it has the personnel, capacity and expertise to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation, confidentiality obligations and other material terms applicable to the services to be performed during the annual term set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider an annual fee in consideration for the services described above. The fee, schedule and related terms are as follows.

Service Provider shall issue invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client will pay undisputed amounts within the period stated in the Payment Schedule. Taxes, duties and other governmental charges shall be borne by Client unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated in accordance with this Agreement.

Start Date: ,

End Date: ,

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Termination for cause does not relieve the breaching party of liability for damages or for payment of fees earned through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that, if disclosed, would harm the disclosing party's business. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality terms no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments hereto that are executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals and communications. Any amendment must be in writing and executed by authorized representatives of both parties.

NOTICES AND CONTACTS

Notices shall be in writing and given by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above or as otherwise designated by written notice.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action; and (c) this Agreement is a valid and binding obligation enforceable against it in accordance with its terms.

The parties further acknowledge that this Annual Letter reflects the mutual intent of the parties for services provided during the specified term and that any statements of anticipated performance or estimates are not guarantees.

SIGNATURES

The undersigned, being duly authorized representatives of the parties, have executed this Annual Letter and Services Agreement as of the dates set forth below.

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