Business Document 1ST LON

Business Document 1ST LON

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing consulting, advisory, and related business services and has represented that it has the experience and capacity to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform certain services on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the subject matter hereof, effective as of the Effective Date shown below.

Effective Date:

Scope of Work

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with the terms of this Agreement. The parties may amend the scope in writing by mutual agreement.

Payment Terms

Compensation for the services shall be paid by Party B to Party A in accordance with the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

All invoices shall be due within days of receipt unless otherwise agreed. Party A shall provide written substantiation of hours, expenses, and deliverables as reasonably requested by Party B.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination, together with any non-cancellable obligations and reasonable wind-down costs substantiated by Party A.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, by its nature, would reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only for the purposes of performing obligations under this Agreement, shall limit disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein, and shall take commercially reasonable measures to protect the confidentiality of such information.

Upon termination or upon written request, the Receiving Party shall return or destroy, at the Disclosing Party's election, all Confidential Information and certify in writing that it has complied with this obligation, except for one copy retained in legal or compliance files consistent with applicable retention policies.

Representations, Warranties and Indemnity

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. Party A represents that the services will be provided in a professional manner consistent with industry standards. Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

Limitation of Liability

Except for liability arising from a party's willful misconduct, fraud, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid or payable by Party B to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior representatives. If the parties cannot resolve a dispute within thirty (30) days, the dispute shall be resolved in the state or federal courts located in the jurisdiction specified below.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or upon receipt of confirmed electronic transmission where receipt is acknowledged.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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