Business JK Report

BUSINESS JK REPORT — GENERAL BUSINESS AGREEMENT

RECITALS

WHEREAS, Provider Name: , an entity engaged in business advisory and reporting services, agrees to prepare and deliver a comprehensive Business JK Report as further described below; and

WHEREAS, Client Name: , having its principal place of business at , desires to retain Provider to prepare the Business JK Report and to receive related advisory services under the terms set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to define the scope, fees, confidentiality obligations, and other material terms governing the preparation and delivery of the Business JK Report.

REPORT IDENTIFICATION

SCOPE OF WORK

Provider shall perform the following services and produce the Business JK Report in accordance with professional standards and the specifications set forth below. The Report shall include factual findings, analysis, risk assessment, and recommended actions.

PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration for the services and deliverables. Provider may suspend performance for nonpayment in accordance with the Termination provisions.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date: or until the final delivery and acceptance of the Business JK Report.

Either party may terminate this Agreement for convenience upon written notice delivered at least days in advance. Termination for cause may be effected immediately upon material breach by the other party that remains uncured for a period of 15 days following written notice. Upon termination, Client shall pay Provider for all work performed and documented expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and other information designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information only to perform its obligations under this Agreement; (b) take reasonable steps to protect Confidential Information from unauthorized disclosure; and (c) not disclose Confidential Information to any third party except as required by law or with prior written consent.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of or reference to the disclosing party's Confidential Information.

REPRESENTATIONS; LIMITATION OF LIABILITY

Each party represents that it has full authority to enter into this Agreement. Provider will perform services in a professional manner but does not guarantee specific financial results. Except for willful misconduct or gross negligence, Provider's total aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

ENTIRE AGREEMENT

This Agreement, including any appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

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