Business Draft Experience

BUSINESS DRAFT EXPERIENCE

Parties

Recitals

WHEREAS, Client Name: seeks to engage Service Provider Name: to prepare, document and advise on certain business drafting work to reflect Client's operational and transactional experience; and

WHEREAS, Service Provider represents that it possesses the requisite expertise and personnel to perform the services described in this Agreement and will perform such services with professional skill and care in accordance with the standards prevailing in the industry; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide a Business Draft Experience deliverable to Client as set forth below.

Scope of Work

Service Provider shall perform and deliver drafting, documentation, and advisory services necessary to record, organize and present Client's business experience, including but not limited to preparation of professional summaries, transaction narratives, timeline exhibits, and annotated supporting documentation as further described below.

Deliverables and Acceptance

Service Provider shall deliver the final Business Draft Experience materials in electronic format unless otherwise agreed. Client shall have a period of 10 business days following delivery to review and either accept the deliverables or provide a written list of required corrections or clarifications. If Client provides written correction requests, Service Provider shall make reasonable revisions and resubmit for final acceptance.

Payment Terms

As consideration for the services and deliverables described herein, Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the schedule below.

All amounts due hereunder are payable in U.S. dollars. Unless otherwise agreed in writing, payment is due in accordance with the schedule above. Late payments shall accrue a late fee calculated as a percentage of the overdue amount per month.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in furtherance of the Scope of Work shall be reimbursed by Client upon submission of receipts or other documentation.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the notice period set forth below. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within the cure period specified in the notice.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

The receiving party shall hold such Confidential Information in strict confidence, shall not disclose it to any third party except to its employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein, and shall use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall survive termination for a period of three (3) years unless a longer period is required by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its choice-of-law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for resolution of any disputes arising under this Agreement.

Entire Agreement and Miscellaneous

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

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without such consent to an affiliate or to a successor in interest by merger or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Signatures

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