Business Overlook Document

BUSINESS OVERLOOK DOCUMENT

THIS BUSINESS OVERLOOK DOCUMENT (the "Agreement") is entered into as of by and between Client Name: and Oversight Provider: .

WHEREAS

WHEREAS, Client operates a business requiring periodic oversight, review, monitoring, and advisory services with respect to operational performance, compliance, and management practices; and

WHEREAS, Provider has the requisite expertise, personnel, and experience to perform such oversight services and is willing to provide those services to Client under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform oversight services as described below. Provider's obligations include regular review of operations, preparation of oversight reports, recommendations for corrective action, and attendance at scheduled oversight meetings. Activities not expressly described below require prior written authorization.

PAYMENT TERMS

As consideration for the services provided under this Agreement, Client shall pay Provider in accordance with the following terms. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid within thirty (30) days of the invoice date shall accrue interest or late fees as specified above. Client shall reimburse Provider for reasonable, preapproved expenses incurred in performance of the services. Responsibility for sales, use, value-added and similar taxes shall be borne by Client unless Provider is required by law to collect such taxes.

TERM AND TERMINATION

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 material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice identifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Limitation of Liability, Payment for Services Rendered, and Governing Law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was already rightfully in the receiving party's possession, or is independently developed without reference to the Confidential Information.

If the receiving party is required by law or valid order of a court or governmental authority to disclose Confidential Information, the receiving party shall, to the extent permitted by law, provide the disclosing party prompt written notice and use reasonable efforts to obtain confidential treatment or other protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Independent Contractor: Provider shall perform services as an independent contractor and not as an employee, agent, or partner of Client. Provider shall be responsible for payment of all federal, state and local taxes arising from compensation paid to Provider.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses or expenses arising from the indemnifying party's breach of this Agreement or willful misconduct. Notwithstanding the foregoing, neither party shall be liable for consequential or punitive damages except for willful misconduct or gross negligence.

NOTICES AND CONTACTS

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