Business Financial Services Agreement

BUSINESS FINANCIAL SERVICES AGREEMENT

Parties and Effective Date

Client Name:   Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name represented above desires to engage Service Provider Name to provide financial advisory and related services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, licenses and experience to perform the services described herein and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided;

Scope of Work

Service Provider shall provide financial services which may include financial analysis, forecasting, bookkeeping oversight, cash flow management, preparation of financial reports, advisory support regarding financing and capital structure, and such other services as the parties may agree in writing. Services shall be performed in accordance with the scope specified below.

Payment Terms

Client agrees to pay Service Provider the fees and reimbursements set forth below in consideration for the services rendered under this Agreement.

Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within 15 days of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may obtain confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party shall: (i) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) take reasonable measures to protect Confidential Information at least as protective as those used to protect its own confidential information.

Notwithstanding the foregoing, either party may disclose Confidential Information when required by law or valid order of a court or regulatory authority, provided the disclosing party provides prompt written notice to the other party and cooperates in any lawful effort to limit disclosure or obtain protective treatment.

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that state, and the parties consent to personal jurisdiction and venue therein.

Entire Agreement; Amendment

This Agreement, including all attached exhibits and any written statements of work incorporated by reference, 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 modification or waiver of any provision of this Agreement shall be binding unless executed in writing by duly authorized representatives of both parties.

Additional Provisions

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct in performance of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices are effective upon receipt.

Representations and Warranties

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law, regulation or agreement to which it is a party.

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