Business Advisory Charter

BUSINESS ADVISORY CHARTER

This Business Advisory Charter ("Charter") is entered into by and between:

Client Name:    Advisor Name:

Effective Date:

WHEREAS

WHEREAS, Client is engaged in the business described in its corporate records and desires to engage Advisor to provide strategic, financial and operational advisory services to assist Client in achieving defined business objectives; and

WHEREAS, Advisor represents that it has the experience, qualifications and capacity to provide advisory services and is willing to serve in such capacity pursuant to the terms and conditions set forth in this Charter; and

WHEREAS, the parties desire to set forth their mutual expectations, scope of engagement, compensation and standards of confidentiality and governance in this Charter.

SCOPE OF WORK

PAYMENT TERMS

Late fee:    Interest calculation and other remedies accrue as permitted by law; acceptance of late payments does not waive Client's obligation to pay on time.

Expenses: Advisor will be reimbursed for reasonable, pre-approved out-of-pocket expenses incurred in the performance of services. Reimbursement will be made upon receipt of itemized documentation and within the payment schedule set forth above.

TERM AND TERMINATION

This Charter shall commence on and shall continue until unless earlier terminated in accordance with this Charter.

Either party may terminate this Charter 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 a period of 30 days after written notice of such breach.

Upon termination, Client will pay Advisor for all services performed and expenses incurred through the effective date of termination and for any reasonable wind-down activities agreed in writing.

CONFIDENTIALITY

Advisor and Client each acknowledge that, in connection with the performance of services, they may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Charter; (b) restrict access to Confidential Information to those employees or agents with a legitimate need to know; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

Exceptions: Confidential Information does not include information that: (i) is or becomes public through no breach by the receiving party; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Required disclosures by law or regulation shall be made only after prompt notice is given to the disclosing party where legally permissible.

INDEPENDENT CONTRACTOR; LIABILITY

Advisor will perform services as an independent contractor and not as an employee, agent or partner of Client. Advisor is responsible for all taxes and withholdings applicable to compensation paid hereunder. Nothing in this Charter grants Advisor authority to bind Client.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Charter. The parties' aggregate liability for any claim shall be limited to the total fees paid to Advisor in the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW

This Charter shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Charter.

MISCELLANEOUS

Entire Agreement: This Charter, together with any exhibits or written statements of work signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Assignment; Amendment: Neither party may assign this Charter without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets. Any amendment or modification of this Charter must be in writing and signed by authorized representatives of both parties.

Notices: All notices required or permitted under this Charter shall be in writing and delivered by hand, certified mail, or recognized courier to the addresses set forth in this Charter or as subsequently designated in writing.

ACKNOWLEDGMENT

The parties acknowledge that they have read and understand this Charter, and that the persons signing below are authorized to execute this Charter on behalf of their respective parties.

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