Business Compliance SOX Letter

BUSINESS COMPLIANCE SOX LETTER

WHEREAS

WHEREAS, the Client is a reporting company obligated to establish, maintain and assess internal control over financial reporting in accordance with the applicable provisions of the Sarbanes-Oxley Act and related regulatory standards (the "SOX Requirements"); and

WHEREAS, the Recipient has been engaged to provide attestations, testing, advisory or remediation services with respect to the Client's internal control framework and related financial reporting processes under the scope described below; and

WHEREAS, the parties desire to set forth the terms under which the Recipient will perform services and the Client will make representations and certifications regarding the design, implementation and effectiveness of those internal controls.

CERTIFICATION BY MANAGEMENT

The undersigned officer of the Client hereby certifies, to the best of such officer's knowledge and belief, that as of the assessment date specified below: (a) the Client has identified significant processes and controls within the scope of its SOX assessment; (b) controls were designed to provide reasonable assurance regarding the reliability of financial reporting; and (c) management has completed testing and documented deficiencies and remediation activities as described in this letter.

Date of Management's Assessment:

Management confirms the following (check all that apply):

The design of internal controls was documented and considered sufficient to meet SOX Requirements.

The operating effectiveness of key controls was tested and evidence retained.

Identified control deficiencies have been remediated as of the assessment date, or a remediation plan with target dates has been provided.

SCOPE OF WORK

The Recipient shall perform the services described below, which shall constitute the Scope of Work for purposes of the SOX compliance engagement. The Recipient's obligations include testing, documentation review, control design recommendations, remediation assistance and issuance of findings as appropriate.

PAYMENT TERMS

In consideration for the Recipient's services, the Client shall pay the Recipient in accordance with the terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All payments not received within fifteen (15) days of invoice are subject to the late fee above. The Client is responsible for reasonable costs of collection, including attorneys' fees, for delinquent amounts.

TERM AND TERMINATION

This Letter shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided herein.

Either party may terminate this Letter for material breach if such breach remains uncured for the notice period above after written notice. Termination for convenience may be exercised upon providing the notice period set forth above, subject to payment for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in connection with this engagement, including internal control documentation, testing results, remediation plans, financial data and related analyses. The Recipient shall: (a) use Confidential Information solely for performance of the Scope of Work; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) maintain reasonable safeguards to protect such information from unauthorized use or disclosure.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach by the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iii) is independently developed by the receiving party without use of Confidential Information. Upon termination or upon Client's request, the Recipient shall promptly return or destroy Confidential Information as directed.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SURVIVAL

Provisions that by their nature should survive termination or expiration of this Letter, including but not limited to Confidentiality, Payment Terms, Governing Law and Entire Agreement, shall survive termination for the period specified or, if no period is specified, for three (3) years following termination.

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