Business FA Only

BUSINESS FA ONLY

This Business FA Only Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with principal address: (hereinafter "Provider"), and Party B Name: with principal address: (hereinafter "Client").

RECITALS

WHEREAS, Provider is engaged in the business of providing specialized financial advisory, analysis, and transaction support services to business entities seeking financing, restructuring, or capital strategy (the "Services"); and

WHEREAS, Client desires to engage Provider to perform the Services described in this Agreement and Provider is willing to provide such Services subject to the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement document the scope, payment terms, confidentiality obligations, and other material terms governing the relationship between the parties.

SCOPE OF WORK

PAYMENT TERMS

Provider shall be compensated for the Services as follows. Fee Amount: $ (the "Fee").

Late Payment: If any undisputed payment is not received within days after the due date, Client shall pay a late fee equal to of the overdue amount, compounded monthly, in addition to any costs of collection.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Provider shall be entitled to payment for all Services performed and reimbursable expenses incurred through the date of termination and shall deliver to Client all work-in-progress for which Client has paid.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Disclosing Party") 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"). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those provided herein.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation of confidentiality; (c) is rightfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information as required by law, provided that, to the extent permitted, it gives the Disclosing Party prompt written notice and cooperates in any lawful efforts by the Disclosing Party to limit such disclosure.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider shall be solely responsible for all taxes and withholdings arising from the compensation paid to Provider.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

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.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing signed by the waiving party. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

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