Business Overview Tree Top

BUSINESS OVERVIEW — TREE TOP

This Business Overview Agreement (the Agreement) is entered into as of Effective Date: by and between: Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider has experience and expertise in preparing strategic business summaries, market assessments, operational overviews, and financial snapshots (collectively, the Services); and

WHEREAS, Client requires a Business Overview concerning the Client's operations, market position, and near-term strategic recommendations for the entity commonly referred to as Tree Top; and

WHEREAS, the parties desire to set forth the terms under which the Services will be provided, payment will be made, and Confidential Information will be protected.

Scope of Work

The Services shall include, at minimum, a consolidated Business Overview report consisting of the following deliverables: (i) executive summary and key findings; (ii) operational overview; (iii) market and competitive analysis; (iv) financial highlights and forecast summary; and (v) prioritized recommendations. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

Payment Terms

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the Payment Schedule above. All amounts are payable in U.S. dollars and are due net upon receipt of invoice unless a payment milestone is specified.

Term and Termination

Term Commencement: This Agreement shall commence on (the Commencement Date) and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information expressly includes business plans, financial data, customer lists, trade secrets, and analyses derived therefrom.

The receiving party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees or contractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise 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.

Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed without use of Confidential Information. If disclosure is compelled by law, the receiving party shall, to the extent permitted, provide prior written notice to the disclosing party and cooperate with any efforts to limit disclosure.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of courts located within that State for any action arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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