Business Advisor Letter

BUSINESS ADVISOR LETTER

This Business Advisor Letter (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client seeks strategic guidance and professional advisory services to support business planning, financial strategy, and operational improvement; and

WHEREAS, Advisor is experienced in providing business advisory services, including but not limited to market analysis, financial modeling, and operational recommendations, and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to memorialize the scope, compensation, confidentiality obligations and other material terms applicable to Advisor's engagement.

SCOPE OF WORK

PAYMENT TERMS

Client agrees to pay Advisor the fees set forth below in consideration for the services described in this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices not paid within thirty (30) days of the invoice date shall accrue interest at the rate specified in the Late Fee field above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for reasonable collection costs, including attorneys' fees, incurred by Advisor to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after written notice of such breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including any non‑refundable commitments made by Advisor in furtherance of the services.

CONFIDENTIALITY

Each party acknowledges that, during the performance of services under this Agreement, it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation, financial information, business plans, customer lists, trade secrets, and other non-public information disclosed in any form. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) not use Confidential Information for any purpose other than the performance of 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 at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to the extent required by law or court order, provided that, to the extent permitted, the receiving party gives prompt written notice to the disclosing party and cooperates in any effort to obtain protective treatment.

Advisor affirms it will comply with the Confidentiality provisions above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, 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 any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Except for a party's liability for willful misconduct or gross negligence, neither party shall be liable to the other for any incidental, special, consequential or punitive damages arising out of or related to this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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