Business Choice Document

BUSINESS CHOICE DOCUMENT

Parties and Effective Date

This Business Choice Document (the Agreement) is entered into effective as of by and between:

Recitals

WHEREAS, Client seeks assistance selecting and implementing a business structure or operational option for Client's enterprise, and Provider has the experience and resources to assist with such selection and related advisory services; and

WHEREAS, Client desires to elect certain business choices described below and Provider agrees to provide the Scope of Work set forth in this Agreement in consideration of the payments and terms below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Business Choice

Client selects the following business form(s) or options. Selection constitutes Client's instruction to Provider to proceed with advisory services and documentation consistent with the selected option(s).

Scope of Work

Provider will perform the services described below. Provider shall use commercially reasonable efforts to perform services in accordance with professional standards and consistent with the choices selected above.

Payment Terms

Client shall pay Provider for services performed as follows. All amounts are due in United States dollars unless otherwise stated.

Provider may suspend services if Client fails to make any payment when due and such failure continues for a period of days after written notice.

Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Scope of Work or until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for 30 days following written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in confidence, shall not disclose it to any third party except as required to perform the Scope of Work, and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. This obligation shall continue for years following termination or expiration of this Agreement.

Representations; Compliance

Each party represents that it has full corporate or organizational power and authority to enter into and perform this Agreement, and that performance will not violate any other agreement or legal obligation. Client is responsible for compliance with statutory filing, tax and regulatory requirements associated with any business choice selected; Provider's role is advisory unless otherwise expressly stated in the Scope of Work.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located in that State.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims resulting from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver shall be effective unless in writing and signed by both parties.

Execution

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

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