Business Condition Document

BUSINESS CONDITION DOCUMENT

This Business Condition Document (the "Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein. Client Name: and Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client operates a business, the condition of which the Client wishes to have assessed and documented for operational, transactional, compliance, or management purposes; and

WHEREAS, Provider has the skill, personnel, and resources to perform a business condition assessment, to prepare a written report of findings, and to provide recommendations as set forth in this Agreement;

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

SCOPE OF WORK

Provider shall perform the services described above in a professional manner consistent with industry standards. Provider will prepare a written Business Condition Report (the "Report") that will summarize observed operational, financial, compliance and material condition issues, and will include reasonable recommendations for remediation where applicable.

PAYMENT TERMS

Invoicing: Provider will submit invoices in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the highest rate permitted by law, if lower) calculated monthly from the due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered no fewer than days prior to the intended termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic or other form, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business operations, financial information, trade secrets, customer lists and the Report.

Obligations: The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except as expressly permitted in writing.

Permitted Disclosures: Receiving Party may disclose Confidential Information to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Disclosures required by law or court order are permitted after prompt notice to the Disclosing Party to permit it to seek protective measures. Allow disclosure to advisors:

Remedies: Monetary damages may be inadequate to remedy a breach of confidentiality; therefore the Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other remedies at law or equity.

NOTICES

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures.

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