Business PFS Document

BUSINESS PFS AGREEMENT

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

Client Name:     Client Address:

Provider Name:     Provider Address:

Recitals

WHEREAS, Client requires a business personal financial statement and related advisory services to support Client's financial planning, lending applications, or internal reporting; and

WHEREAS, Provider represents that Provider has the experience, personnel and professional capacity to prepare a Business PFS and to provide ancillary consulting services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services.

Scope of Work

Provider shall prepare and deliver to Client a Business Personal Financial Statement ("PFS") that includes, at minimum, an itemized statement of assets and liabilities, income and expense summaries, contingent liabilities, and a written explanation of significant assumptions and valuation methods. Provider will also provide one round of reasonable revisions in response to Client's written comments delivered within 10 business days of initial delivery.

Payment Terms

Payments not received within thirty (30) days of the invoice due date shall bear interest at the stated late fee above and Client shall be responsible for any reasonable costs of collection, including attorneys' fees and court costs.

Term and Termination

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party written notice in accordance with the notice period above. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within ten (10) business days following receipt of written notice specifying the breach. Upon termination, Provider shall deliver any completed work and shall invoice Client for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, relating to business operations, financial information, client data, trade secrets, or other proprietary matters. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure to those of its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) employ reasonable safeguards to protect the confidentiality of such information. Upon written request or upon termination of this Agreement, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special or punitive damages. The aggregate liability of Provider for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party may specify in writing.

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