Annual Reporting Materials

ANNUAL REPORTING MATERIALS

This Annual Reporting Materials Agreement ("Agreement") is made as of by and between (Service Provider) and (Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of preparing, compiling and assembling corporate reporting materials and related disclosures necessary for the Client's annual reporting obligations for the fiscal year ending ;

WHEREAS, Client desires to engage Service Provider to prepare certain Annual Reporting Materials and related deliverables as described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall prepare, assemble and deliver the Annual Reporting Materials described below. Materials shall include all items listed in the Reporting Materials Checklist and any additional items specifically requested by Client in writing. Service Provider shall exercise reasonable professional care and shall provide the deliverables in accordance with the schedule set forth herein.

REPORTING MATERIALS CHECKLIST

Service Provider shall prepare the following items as applicable. Check each material to be provided:

Audited financial statements

Management discussion and analysis

Notes to the financial statements

Auditor's report / audit letter

Investor presentation and fact sheets

Proxy-related materials and governance disclosures

DELIVERY AND SCHEDULE

Deliverables shall be provided in the format and by the dates specified below. Client will timely provide all data and access reasonably requested by Service Provider.

Electronic delivery (PDF/secure transfer)

Hard copy delivery

PAYMENT TERMS

In consideration for the services, Client shall pay Service Provider the fees and in accordance with the schedule set forth below. All amounts are in U.S. dollars unless otherwise specified.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until completion of the services unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period set forth above. Termination for convenience shall be subject to payment for work performed and reasonable wind-down costs.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical or other information disclosed orally or in writing. The receiving party shall: (a) keep Confidential Information strictly confidential; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) 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 obligations no less protective than those set forth herein.

The obligations of confidentiality do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, provided that the disclosing party is given prompt notice and the disclosure is limited to the required minimum.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules 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 and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Representations and warranties: Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Client warrants that all information provided to Service Provider is true, complete and accurate to the best of Client's knowledge.

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