Business Corporate Matters

BUSINESS CORPORATE MATTERS AGREEMENT

This Business Corporate Matters Agreement (the "Agreement") is made and entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Company desires to obtain corporate advisory and related services concerning corporate governance, compliance, contract review and other corporate matters; and

WHEREAS, Advisor represents that it has the requisite experience, personnel, and expertise to perform the services described in this Agreement and is willing to provide such services to Company on the terms set forth herein;

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

SCOPE OF WORK

Advisor shall provide corporate advisory services including, but not limited to, corporate governance advice, preparation and review of corporate documents, board and shareholder meeting support, regulatory compliance guidance, and other matters mutually agreed in writing. Specific deliverables and milestones will be described below.

PAYMENT TERMS

Company shall pay Advisor the compensation set forth below in consideration of the services rendered under this Agreement.

Late payments shall accrue interest at the rate of on any undisputed past-due amounts, compounded monthly, in addition to any other remedies available at law or in equity.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days after receiving written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information excludes information that is (a) publicly known through no fault of the receiving party, (b) lawfully received from a third party without breach of an obligation of confidentiality, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to its employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for unless otherwise required by law.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Advisor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions, except to the extent caused by the other party's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liabilities arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and the aggregate liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid or payable to Advisor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice to the other party in accordance with this Section.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within 30 days, the parties agree to submit the dispute to non-binding mediation. If mediation fails, the dispute shall be finally resolved by arbitration in accordance with the rules of a recognized arbitration institution, with one neutral arbitrator appointed by the parties. The arbitration proceedings and results shall be confidential.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. This Agreement, together with any exhibits or schedules 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, whether written or oral.

MISCELLANEOUS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between them.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

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