Business Opinion Document

Business Opinion Document

Date:

Recitals

WHEREAS, Opinion Provider has been requested to render a written business opinion concerning the matters described herein and the underlying facts and documents provided by Recipient (the "Engagement"); and

WHEREAS, Recipient desires to receive and rely upon the written opinion solely for the purpose described in this document and subject to the limitations and assumptions set forth below; and

WHEREAS, the parties agree that Opinion Provider's conclusions will be set forth in this Business Opinion Document and that such conclusions are based upon information reasonably available to Opinion Provider as of the Effective Date.

Scope of Work

Opinion Provider shall examine and analyze the documents, financial information, and representations provided by Recipient and shall deliver a written opinion addressing the specific matters described below. The opinion will be limited to the facts expressly identified and the conclusions set forth in the resulting written opinion. Opinion Provider will not independently audit or verify third-party information except as expressly agreed in writing.

Payment Terms

Recipient shall pay Opinion Provider the fees and expenses as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

If Recipient fails to pay undisputed amounts when due, Opinion Provider may suspend performance until payment is received. Recipient shall reimburse Opinion Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the completion of the Scope of Work or the End Date, whichever occurs first, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for fifteen (15) days following written notice. Termination will not affect rights or obligations accrued prior to termination. Sections titled Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Opinion Provider and Recipient agree to hold Confidential Information in strict confidence and not to disclose it to any third party except as required by law or with prior written consent. Each party will restrict access on a need-to-know basis and will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Reliance, Assumptions and Limitations

The opinion provided is based upon information, representations, and documents furnished by Recipient and third parties and on facts existing as of the Effective Date. Opinion Provider's conclusions are limited to the matters expressly addressed. Opinion Provider does not assume responsibility for events occurring after the Effective Date unless expressly engaged to update the opinion. Recipient may rely on the opinion only for the specific transaction and parties expressly named herein; third parties may rely on the opinion only with prior written consent of Opinion Provider.

Limitation of Liability and Indemnification

Except for willful misconduct or gross negligence, Opinion Provider's liability arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement. In no event shall Opinion Provider be liable for consequential, incidental, special, or punitive damages. Recipient shall indemnify and hold Opinion Provider harmless from claims arising from Recipient's use of the opinion outside the agreed scope or from inaccuracies in information provided by Recipient or third parties.

Governing Law

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

Entire Agreement

This Business Opinion Document, together with any exhibits and written engagement letters expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certifications and Acknowledgements

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing below is authorized to execute this Agreement on its behalf. Recipient acknowledges that Opinion Provider's opinion is an expression of professional judgment and not a guaranty of outcome.

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