Business Classification Rationale

BUSINESS CLASSIFICATION RATIONALE

Client Name:   Consultant / Analyst Name:

WHEREAS

WHEREAS, the Client operates or proposes to operate certain business activities described herein and requires a formal determination of the appropriate business classification for regulatory, accounting, and operational purposes; and

WHEREAS, the Consultant has been engaged to review relevant facts, financial indicators, operational structures, and governing documents to produce a reasoned classification supported by factual findings and legal/administrative criteria; and

WHEREAS, the parties desire to document the scope of the engagement, the basis for the classification determination, and the responsibilities of the parties with respect to payment, confidentiality, and governing law.

SCOPE OF WORK

BUSINESS CLASSIFICATION DETERMINATION

Classification Proposed:

Operational Revenue Streams   Management & Control   Asset Ownership

Financial Dependence   Passive Income / Investment Character   Other:

SUPPORTING FACTS AND DOCUMENTS

CONCLUSION AND RECOMMENDATION

PAYMENT TERMS

Agreed Fee:   Currency:

Late Fee / Interest on Overdue Amounts:

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Termination for Convenience: Either party may terminate this engagement upon providing days' prior written notice. Termination for Cause is permitted for material breach that remains uncured for days following written notice.

CONFIDENTIALITY

The parties acknowledge that during the engagement each may receive Confidential Information of the other. "Confidential Information" means nonpublic business, technical, financial and other information disclosed in any form. Each party shall (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) restrict disclosure to employees, agents or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) apply reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets where longer protection is appropriate under applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This document 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. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

LIMITATION OF LIABILITY (OPTIONAL)

Except for willful misconduct or gross negligence, each party's aggregate liability to the other arising out of or related to this Agreement shall be limited to the total fees paid or payable under this Agreement during the twelve (12) months preceding the claim.

ACKNOWLEDGEMENT

The undersigned representatives certify that they are authorized to bind their respective parties, that the facts and supporting documents have been presented in good faith, and that the classification rationale herein reflects the Consultant's reasoned professional judgment based on the materials available as of the date of this document.

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