Business FDS Form

BUSINESS FDS FORM

Parties and Identifying Information

Effective Date: . This Business FDS Form and Agreement is entered into between the parties named above, where Client is the engaging business and Provider is the business performing services.

WHEREAS

WHEREAS, Client requires certain professional services, deliverables and/or disclosures related to business financial, operational or strategic matters, and Provider has the expertise and capacity to provide such services;

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality and other terms governing the provision of such services and any Financial Disclosure Statement or related documentation prepared by Provider;

WHEREAS, the parties intend that this Agreement constitute the complete and binding agreement between them regarding the subject matter described herein.

Scope of Work

Payment Terms

Total Compensation: $ for the services and deliverables set forth above.

Invoices are payable within days of invoice date. Late payments shall bear interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach remains uncured for days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed and in-progress work for which Provider has been paid, and Client shall pay for all services performed and reasonable non-cancellable costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, financial, or technical information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted herein; and (c) use it solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no wrongful act of Receiving Party, is lawfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon written request or termination, Receiving Party will return or destroy Confidential Information and certify destruction upon request.

Representations and Warranties

Each party represents that it has the corporate authority to enter into this Agreement and that its performance will not violate any other agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, consequential, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law and Dispute Resolution

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 agree to attempt to resolve disputes in good faith through negotiation prior to seeking injunctive relief or litigation.

Entire Agreement and Amendments

This Agreement, together with any attachments and schedules 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, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Certifications and Notices

Each party certifies that the information provided in any Financial Disclosure Statement prepared pursuant to this Agreement is, to the best of its knowledge, true, correct and complete as of the date signed and acknowledges an ongoing obligation to notify the other party of material changes.

Additional Provisions

The parties agree that any notices required under this Agreement shall be given in writing to the primary contacts listed above and shall be effective upon personal delivery, or three business days after deposit with first-class mail, postage prepaid, or upon confirmed electronic transmission if delivered during normal business hours.

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