Business Mgmt Representation Letter

Business Management Representation Letter

Client Name:    Management Firm Name:

Effective Date:

Recitals

WHEREAS, Client desires to engage Management Firm to provide business management, advisory, and operational services as described herein, and Management Firm has the experience and capacity to provide such services on the terms set forth in this letter; and

WHEREAS, Management Firm agrees to accept the engagement and perform the services in accordance with the scope, standards, and limitations set forth in this letter, and Client warrants it has the authority to retain Management Firm for such services;

WHEREAS, the parties intend that this letter constitute the entire agreement between them with respect to the subject matter hereof, subject to the provisions below concerning confidentiality, fees, termination, and governing law.

Scope of Services

The services include, without limitation, strategic planning, operational oversight, financial management advisory, vendor negotiation, and other services reasonably related to the management of Client's business as specifically set forth in the Description of Services above. Management Firm shall perform services in a professional manner and in accordance with generally accepted industry practices.

Payment Terms

Client shall reimburse Management Firm for reasonable out-of-pocket expenses incurred in performing services, provided such expenses are pre-approved when in excess of the amount specified in the Payment Schedule. All fees and reimbursements are payable within thirty (30) days of invoice unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with written notice as set forth above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees and expenses earned or incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this engagement, including financial data, business plans, trade secrets, customer lists, pricing, and other proprietary information ("Confidential Information"). Confidential Information does not include information that is: (a) generally available to the public other than by breach of this Agreement; (b) obtained by the Receiving Party on a non-confidential basis from a third party having the right to disclose it; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose, use, reproduce, or distribute Confidential Information except as necessary to perform its obligations hereunder. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or certify destruction of all Confidential Information and all copies thereof. The parties acknowledge that monetary damages may be inadequate and that injunctive or equitable relief may be necessary to prevent breach of this provision.

Representations and Cooperation

Client represents that it has provided Management Firm with all information reasonably requested to perform the services, and will timely provide access to personnel, records, and facilities as reasonably necessary. Management Firm represents that it will perform services in good faith and with reasonable care and skill.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

This letter constitutes the entire agreement between the parties regarding the subject matter hereof, superseding all prior oral and written agreements and understandings. Any amendment must be in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Management Firm may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The provisions of this Agreement that by their nature are intended to survive termination (including confidentiality and indemnification) shall survive.

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