Approval Contract Template

APPROVAL CONTRACT

This Approval Contract ("Agreement") is made and entered into on by and between:

Parties

Individual    Corporation/LLC/Other

Individual    Corporation/LLC/Other

WHEREAS

WHEREAS, Approver desires to obtain certain approvals, consents and authorizations described herein and Provider represents that it has the qualifications, experience and capacity to provide such approvals, reviews and related services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth the scope, fees, timelines and conditions under which Provider will perform the services and Approver will grant formal approval as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the work and deliver the approvals, reports, documents and certifications described below (collectively, "Services"). Provider shall perform the Services in a professional manner in accordance with industry standards and any schedules expressly set forth in this Agreement.

Payment Terms

In consideration for the Services, Approver shall pay Provider the fees and expenses set forth below. All fees are payable in United States dollars and are non-refundable except as expressly provided in this Agreement.

Overdue amounts shall accrue interest at the rate specified above and Provider may suspend performance if amounts are past due beyond thirty (30) days after written notice of nonpayment.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed deliverables and Approver shall pay Provider for Services performed and costs incurred up to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all confidential and proprietary information disclosed by the other party (the "Disclosing Party"). Confidential information shall not include information that is: (a) already lawfully in the Receiving Party's possession without restriction on disclosure; (b) becomes generally available to the public through no fault of the Receiving Party; or (c) is rightfully received from a third party without breach of any obligation of confidentiality. The Receiving Party shall restrict disclosure of Confidential Information to employees, agents, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

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

Entire Agreement; Amendment; Assignment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets upon notice to Approver.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Notices

All notices, requests, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail, nationally recognized overnight carrier, or other agreed method, and shall be effective upon receipt.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the maximum extent permitted by law. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. The headings in this Agreement are for convenience only and shall not affect interpretation.

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