Business Oversight Agreement

Business Oversight Agreement

Agreement Date:

Parties

Client Entity Type: Individual Corporation LLC Partnership

Recitals

WHEREAS, Client engages in business activities that would benefit from periodic governance, compliance, financial oversight, and operational review; and

WHEREAS, Oversight Provider represents that it has the professional qualifications, experience, and personnel necessary to provide business oversight, reporting, and advisory services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Oversight Provider will provide such services and the compensation, confidentiality, term, and other covenants applicable to this engagement.

Scope of Work

Oversight Provider shall perform business oversight services for Client as set forth below and in accordance with industry standards. Services shall include, without limitation, regular review of financial statements, internal controls testing, compliance monitoring, risk assessment, preparation of oversight reports, attendance at scheduled governance meetings, and such other advisory tasks as the parties may agree in writing.

Payment Terms

In consideration for the services rendered by Oversight Provider, Client shall pay the fees and reimburse expenses as set forth below. Fees are exclusive of taxes and third-party costs, unless otherwise stated.

Late payments shall incur a late fee equal to on any unpaid balance, compounded monthly, or the maximum permitted by law, whichever is less. Client shall also reimburse Oversight Provider for collection costs, including reasonable attorneys' fees, incurred in the enforcement of payment obligations.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Oversight Provider shall cease performance and deliver to Client all reports, work product, and other materials prepared for Client. Client shall pay Oversight Provider for all services performed and expenses incurred through the effective date of termination, together with any reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes, without limitation, financial statements, business plans, customer lists, pricing, and other proprietary information.

Receiving Party shall: (a) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less protective than those the Receiving Party uses to protect its own confidential information of a similar nature.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt notice of any claim and cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO OVERSIGHT PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

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. The parties shall first attempt to resolve disputes through good-faith negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may pursue remedies in the state or federal courts located in the designated state.

Entire Agreement; Amendments

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

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices shall be deemed given when delivered in person, by certified mail, or by overnight courier.

Miscellaneous

The parties are independent contractors; nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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