Business Deal Review

BUSINESS DEAL REVIEW AND ENGAGEMENT AGREEMENT

This Business Deal Review and Engagement Agreement (the Agreement) is entered into as of Effective Date: by and between:

Company Name:    Company Address:

Reviewer/Consultant Name:    Reviewer Address:

Recitals

WHEREAS, Company is evaluating a proposed transaction described as Deal Name: with an anticipated principal value of ; and

WHEREAS, Company has engaged Reviewer to conduct an independent review of the commercial, financial, legal and operational risks associated with the proposed transaction and to provide a written assessment and recommendations in accordance with the terms of this Agreement; and

WHEREAS, Reviewer represents that Reviewer has the necessary expertise, personnel and independence to perform the review and deliver the findings set forth below.

Scope of Work

Reviewer shall perform the following services (the Services): a comprehensive review of the deal documentation, due diligence materials, financial projections, valuation assumptions, and material contracts; interviews with designated Company representatives; identification of material risks and mitigants; and delivery of a written report containing findings and recommended actions.

Payment Terms

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the rate of per month, compounded monthly, or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, terminates on End Date: .

Either party may terminate this Agreement for convenience upon providing Notice Period: days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Company of its obligation to pay for Services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with the Services it will receive Confidential Information of the other party. “Confidential Information” means non-public information disclosed in any form that is designated confidential or that a reasonable party would understand to be confidential given the nature of the information and the circumstances of disclosure. The recipient shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to employees, agents and advisors who have a need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly available other than by breach, independently developed without reference to the Confidential Information, or rightfully received from a third party without restriction. Required disclosures pursuant to law or valid order shall be limited and made only after prompt notice to the disclosing party where legally permissible.

Review Findings and Recommendations

Recommended Decision: Accept the deal as proposed Do not proceed Proceed subject to conditions set forth in Recommended Mitigations and Actions

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement does not and will not violate any material agreement to which it is bound, and that the information it provides to the other party for purposes of the review will be true and complete in all material respects.

Limitation of Liability

Reviewer’s total liability arising out of or related to this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the aggregate fees paid by Company to Reviewer under this Agreement. Neither party shall be liable to the other for consequential, incidental, indirect, special, punitive or exemplary damages, even if advised of the possibility of such damages.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any modification of this Agreement must be in writing and signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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