Business OM Letter Agreement

BUSINESS OM LETTER AGREEMENT

This Business OM Letter Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client intends to prepare an Offering Memorandum and related investor materials (the "OM") to solicit potential investors and seeks professional advisory services in connection with preparation, editing, and distribution of the OM; and

WHEREAS, Consultant has the expertise and agrees to provide advisory, drafting, and project management services described herein subject to the terms and conditions of this Agreement; and

WHEREAS, the parties wish to record the scope, payment terms, confidentiality obligations, and other material terms in this written Agreement.

1. SCOPE OF WORK

Consultant will perform the professional services described below and such other services as may be agreed in writing by the parties. Services shall include preparation of the OM, financial schedules, executive summary, slide materials, coordination with Client's legal and accounting advisors, and management of investor distribution as directed by Client.

2. PAYMENT TERMS

As consideration for the services, Client shall pay Consultant the fees and reimbursable expenses specified below.

Reimbursable out-of-pocket expenses are chargeable at cost with prior Client approval. Supporting invoices will be provided upon request.

Payments are due within the specified terms of each invoice. All fees are exclusive of taxes; Client shall be responsible for any taxes imposed on the fees except taxes imposed on Consultant's net income.

3. TERM AND TERMINATION

The term of 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 written notice to the other party delivered at least the number of days specified above. In the event of termination, Client will pay Consultant for all work performed and reimbursable expenses incurred through the termination date, plus any non‑cancelable commitments.

4. CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by a party (the "Discloser") to the other party (the "Recipient") in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as 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 employees, contractors or advisers with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is: (i) publicly available through no breach by Recipient; (ii) rightfully received from a third party without obligation of confidentiality; or (iii) independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient shall promptly return or destroy Confidential Information and certify in writing that such materials have been returned or destroyed except to the extent retention is required by applicable law, regulation or bona fide record retention policies.

5. INDEPENDENT CONTRACTOR; LIMITATION OF LIABILITY

Consultant shall act at all times as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Consultant's liability to Client for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed total fees paid to Consultant under this Agreement. Neither party shall be liable for special, consequential, incidental or punitive damages even if advised of the possibility of such damages.

6. REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Consultant represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the selected state for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any written attachments or exhibits executed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above unless a different address is provided in writing.

Remedies: The parties acknowledge that breach of the confidentiality provisions would cause irreparable harm for which monetary damages may be inadequate; therefore, injunctive relief shall be an available remedy in addition to any other remedies at law or in equity.

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