Business FFR Document

BUSINESS FFR DOCUMENT

Parties

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services and deliverables described herein for the purpose of documenting funds-for-release activities and related commercial tasks, and Contractor has the experience, personnel, and capacity to perform such services; and

WHEREAS, the parties enter into this Business FFR Document (this "Agreement") to set forth the scope, payment terms, confidentiality obligations, and other terms that will govern the relationship between the parties effective as of the Effective Date set forth below;

WHEREAS, the parties intend that deliverables produced under this Agreement will be suitable for Client's internal and third-party review and that Contractor will perform in accordance with applicable professional standards.

Effective Date:

Scope of Work

Contractor shall perform the services and produce the deliverables described below. Contractor shall exercise commercially reasonable skill and care in performing the Scope of Work and shall comply with all material laws and industry standards applicable to the services.

Payment Terms

Client agrees to pay Contractor the fees and expenses described below in consideration for the performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise indicated.

Payment due within days of Client's receipt of a correct invoice. Overdue amounts shall bear interest at the rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for any overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date below and shall continue in effect until the End Date below 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 termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer lists, and work product.

The Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is received from a third party free to disclose; or (iv) is independently developed without use of Confidential Information. Upon termination or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

Representations; Remedies

Each party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Breach of the confidentiality provisions may cause irreparable injury to the Disclosing Party for which monetary damages may be inadequate; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement, and each party waives any objection to venue therein.

Assignment; Indemnification; Insurance

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the assigning party's obligations. Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from its negligent acts or willful misconduct in connection with performance under this Agreement.

Contractor shall maintain commercially reasonable insurance coverage appropriate to the services provided and shall provide evidence of such insurance upon Client's request.

Entire Agreement; Severability

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

No modification or waiver of any provision of this Agreement will be effective unless executed in writing by the party against whom enforcement is sought. The parties are independent contractors, and nothing in this Agreement will be deemed to create an agency, partnership, joint venture, or employment relationship.

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