Business Compatibility Report

BUSINESS COMPATIBILITY REPORT AND AGREEMENT

Client Name:     Consultant Name:

Client Address:

Consultant Address:

RECITALS

WHEREAS, Client engages Consultant to assess and report on the operational, financial, market and cultural compatibility between Client and specified business opportunities, assets, or partners (the "Assessment"); and

WHEREAS, Consultant has represented that it has the expertise, personnel and methodologies required to perform a thorough Assessment, and Client desires to retain Consultant to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and other terms governing the Assessment.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Consultant shall perform an Assessment that includes, at minimum, the following components: document review, stakeholder interviews, operational process mapping, financial compatibility analysis, market and competitive analysis, cultural alignment evaluation, and a written Compatibility Report containing findings, a quantitative compatibility score, and prioritized recommendations.

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the Assessment and deliverables.

All fees are due in accordance with the Payment Schedule. Unpaid amounts not received within the stated payment term shall accrue the Late Payment Fee stated above. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Consultant in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic business, financial, technical and other information disclosed by either party to the other, whether in writing, orally, or by observation, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under 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 herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information. In the event of a required disclosure by law, the receiving party shall provide prompt notice to the disclosing party where permitted.

COMPATIBILITY ASSESSMENT

COMPATIBILITY CRITERIA CHECKLIST

Please mark the criteria evaluated and indicate whether each criterion materially supports or impedes compatibility.

Market Fit    Operational Fit    Financial Fit

Technical/Systems Fit    Cultural Fit    Regulatory / Compliance Fit

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

This Agreement, together with any attachments or schedules expressly incorporated herein, contains the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties further certify that any information provided in connection with the Assessment and included in the Compatibility Report is true and accurate to the best of their knowledge as of the date provided.

EXECUTION

By signing below, each party acknowledges that it has read, understands and agrees to be bound by the terms of this Business Compatibility Report and Agreement.

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