Business Elucidation Document

Business Elucidation Document

This Business Elucidation Document (the "Agreement") is entered into effective as of by and between:

WHEREAS

WHEREAS, Client is engaged in the business described above and requires certain professional services and clarifications regarding its operations and business model; and

WHEREAS, Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the services and to provide an elucidation of Client's business processes, financial assumptions, and operational risks; and

WHEREAS, the parties desire to set forth in writing the scope, payment terms, confidentiality obligations and other material terms governing the engagement.

Scope of Work

Provider shall perform the services described below and deliver written deliverables as set forth. Provider will exercise reasonable care, skill and diligence consistent with industry standards.

Payment Terms

Client shall pay Provider the fees for services rendered in accordance with the following terms. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be rendered by Provider in writing and are due within days of invoice receipt. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily from the due date until paid in full.

Term and Termination

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Confidentiality

Each party (the "Recipient") shall maintain in confidence all non-public information disclosed by the other party (the "Discloser") 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 ("Confidential Information"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes public through no breach by Recipient; (b) was in Recipient's lawful possession prior to receipt from Discloser; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of Discloser's Confidential Information.

Recipient acknowledges and agrees to the confidentiality obligations set forth herein.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all materials containing Confidential Information and provide written certification of such return or destruction upon Discloser's request. The obligations under this Section shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice given in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail by certified mail, or one (1) day after delivery to a nationally recognized overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, special, incidental, punitive, or exemplary damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Severability; Survival

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The provisions that by their nature are intended to survive termination or expiration, including confidentiality, limitation of liability and governing law, shall survive.

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