Business Document to PwC

BUSINESS DOCUMENT SUBMISSION AND SERVICES AGREEMENT

This Business Document Submission and Services Agreement (the Agreement) is entered into on Effective Date: by and between Client Name: with principal address at , and PwC Entity Name: with principal address at .

WHEREAS

WHEREAS, Client possesses or will provide certain business documents, data, analyses, and related materials (collectively, Submitted Materials) necessary for PwC to perform advisory, review, or other professional services described herein; and

WHEREAS, PwC has the experience and capability to receive, review and perform services with respect to the Submitted Materials and has agreed to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to submission, use, protection, and remuneration for services related to the Submitted Materials.

SCOPE OF WORK

Client shall provide to PwC, in the form and by the dates specified below, the Submitted Materials required for performance. Submitted Materials shall be described as: .

Electronic delivery (secure transfer) Hard copy delivery

PAYMENT TERMS

Client shall pay PwC fees for services and for reasonable, pre-approved out-of-pocket expenses in accordance with the following terms.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of (a) a rate of % per month, or (b) the maximum rate permitted by law, plus reimbursement of reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, nor shall it limit any party's rights with respect to breaches occurring prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Discloser) to the other (Recipient) in any form 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. Submitted Materials shall be treated as Confidential Information of Client unless otherwise specified in writing.

Recipient shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations in this Section shall not apply to information that: (i) becomes publicly known through no fault of Recipient; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prior written notice to Discloser and cooperates in any protective measures sought by Discloser. Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer statutory period applies.

LIMITATION OF LIABILITY

Except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of or relating to this Agreement shall not exceed the total fees paid by Client to PwC under this Agreement during the 12 months preceding the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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