Business FSR Document

BUSINESS FSR DOCUMENT

This Business FSR Document (the "Agreement") is entered into as of Effective Date: , by and between Client Name: with Principal Address: , and Service Provider Name: with Principal Address: .

WHEREAS

WHEREAS, Client requires reporting, review, and related business services described herein to support Client's internal financial and operational controls; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to the services to be provided and the reporting deliverables to be produced under this Agreement.

SCOPE OF WORK

Deliverables shall include, at minimum, completed Financial Status Reports (FSRs) in a format reasonably acceptable to Client, periodic meetings to review findings, and any ancillary materials reasonably necessary to substantiate reported information. Provider shall perform the Services in accordance with customary professional standards and within the timeframes set forth in the applicable statement of work.

PAYMENT TERMS

Invoices issued by Provider shall be payable within days of receipt unless otherwise agreed in writing. All amounts are exclusive of applicable sales, use, value-added or other taxes, which shall be paid by Client where required by law.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) the rate of percent per month, or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for any overdue amounts.

TERM AND TERMINATION

The term of 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 delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination for any reason, Provider shall cease performance and shall deliver to Client all work in progress and materials reasonably necessary for Client to complete the Services. Client shall pay Provider for all Services performed through the effective date of termination, subject to set-off for any amounts owed by Provider to Client.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, in writing, or by inspection of tangible objects, that is marked or identified as confidential or that reasonably should be understood to be confidential. Provider acknowledges that FSRs, underlying financial data, methodologies, and Client analyses are Confidential Information of Client.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no 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 those employees, consultants or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this Section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

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 the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and written amendments expressly incorporated herein, 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. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or electronic mail with read receipt where such electronic delivery is acknowledged by the recipient. Notice is effective upon receipt.

MISCELLANEOUS

Neither party shall assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, franchise, or joint venture relationship. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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