Business Document Investec Document

BUSINESS AGREEMENT — INVESTEC DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing financial and advisory services and holds certain industry expertise and resources that Party B desires to engage for a defined project commencing on ;

WHEREAS, Party B requires the services set forth in this Agreement and represents that it has authority to retain Party A to perform such services for the compensation and upon the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows.

Scope of Work

Party A shall perform the services described below for Party B. The services shall include the provision of deliverables, milestones, and any ancillary tasks reasonably necessary for completion of the engagement. Party A will perform services in accordance with professional standards and the timelines agreed by the Parties.

Payment Terms

As consideration for the services performed under this Agreement, Party B shall pay Party A the fees and expenses set forth below in accordance with the schedule and conditions herein.

All invoices are payable within the period specified in the payment schedule. Party B shall reimburse reasonable and documented out-of-pocket expenses pre-approved in writing. Party A may suspend performance if payment is more than the agreed period overdue following written notice.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and approved expenses incurred through the effective date of termination, including reasonable costs associated with orderly wind-down of services.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") except as required by law or as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely for the purpose of performing under this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information as instructed by the Disclosing Party.

Governing Law

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

Entire Agreement; Miscellaneous

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

Neither Party may assign this Agreement without the prior written consent of the other Party, except to an acquirer of substantially all of its assets or stock, provided that the assignee assumes the assigning Party's obligations hereunder. The Parties are independent contractors and nothing contained herein shall be construed to create a joint venture, partnership, or employer-employee relationship.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth in the Parties section or to such other address as either Party may designate by notice in accordance with this section. Notices are effective upon delivery.

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