Business Forecast Report

BUSINESS FORECAST REPORT AND SERVICES AGREEMENT

Client Name:    Provider Name:

Effective Date:    Report Title:

RECITALS

WHEREAS, Client requires a forward-looking Business Forecast Report setting forth projected revenues, expenses, cash flows and key performance metrics for the Forecast Period, and desires the assistance of Provider for the preparation and delivery of that Report in accordance with the terms of this Agreement; and

WHEREAS, Provider represents that it has the professional skill and experience to prepare such forecasts, to identify underlying assumptions, and to deliver analyses and schedules reasonably necessary for Client's business planning and financing discussions; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider will prepare a Business Forecast Report (the "Report") for the Forecast Period detailing revenue projections, expense schedules, cash flow statements, sensitivity analyses and key metrics. Provider's obligations include gathering agreed data, documenting principal assumptions, preparing model schedules and delivering a written narrative summarizing material risks and sensitivities.

FORECAST PERIOD & ASSUMPTIONS

Forecast Period Start:    Forecast Period End:    Currency:

PROJECTIONS

Total Projected Revenue (Forecast Period):    Average Annual Growth Rate:

SENSITIVITY ANALYSIS

Scenario selection (check applicable): Conservative Base Optimistic

DATA SOURCES & LIMITATIONS

PAYMENT TERMS

Client shall pay Provider the fee set forth below in consideration for the Report and related services. Provider will invoice Client in accordance with the schedule below.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection and legal costs incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of Provider's obligations unless earlier terminated in accordance with this Section. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within the Notice Period specified below.

Notice Period for Cure: days.

If terminated for cause, Client shall pay Provider for all services rendered and work in progress through the effective date of termination, together with any reasonable wind-down costs.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Provider acknowledges that the Report may contain Client Confidential Information and agrees not to disclose such information except as required by law or with Client's prior written consent.

The confidentiality obligations set forth herein shall survive for three (3) years following termination of this Agreement, except with respect to trade secrets, which shall be protected for as long as they retain trade secret status. Nothing in this Agreement restricts Provider from using aggregated, anonymized data or methodologies that do not disclose Client-specific information.

LIMITATION OF LIABILITY

Provider shall perform services using commercially reasonable skill and care. Notwithstanding anything to the contrary, Provider's liability under this Agreement shall be limited to direct damages and shall not exceed the total fees paid by Client to Provider under this Agreement. In no event shall Provider be liable for lost profits, consequential, incidental or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of laws rules. The parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration if mutually agreed, or by courts of competent jurisdiction otherwise.

Governing Jurisdiction:

ENTIRE AGREEMENT

This Agreement, including any attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

DELIVERABLES, SCHEDULE & CERTIFICATION

Final Delivery Date:

Certification: By signing below, the undersigned certify that they are authorized to execute this Agreement on behalf of the applicable party and that the factual information provided to Provider for the preparation of the Report is true and complete to the best of their knowledge as of the Effective Date. The forecasts delivered are forward-looking statements that depend on assumptions and are not guarantees of future results.

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