Business Recommendations Document

BUSINESS RECOMMENDATIONS DOCUMENT

This Business Recommendations Document (the "Document") is entered into as of the Effective Date below by and between: Provider Name: , Entity Type: , Principal Place of Business:

and Recipient Name: , Entity Type: , Principal Place of Business:

Effective Date:

WHEREAS

WHEREAS, Provider possesses experience, methodologies and practical recommendations related to the Recipient's business operations, strategy, and commercial processes; and

WHEREAS, Recipient desires to engage Provider to prepare, deliver and document written recommendations and implementation guidance as described in this Document, and Provider is willing to provide such recommendations under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Recipient shall pay Provider for the services and recommendations set forth in this Document in accordance with the following terms:

Any payment not received within days after the invoice due date shall accrue a late charge of percent per month, or the maximum lawful rate, whichever is lower. Provider may suspend delivery of recommendations for unpaid invoices after providing written notice.

All fees are exclusive of taxes. Recipient shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Provider in connection with this engagement; such reimbursements shall be invoiced and paid according to the payment schedule above.

TERM AND TERMINATION

This Document shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Document for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for 15 days after written notice, or upon insolvency or appointment of a receiver for the other party.

Upon termination, Recipient shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnification, limitation of liability, governing law and payment obligations shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other in connection with this Document, whether disclosed orally, in writing, or by inspection. Recipient shall not disclose, use, or permit the use of Provider's Confidential Information except as necessary to evaluate and implement the recommendations. Recipient shall 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.

Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Recipient acknowledges its confidentiality obligations and agrees to inform its employees and permitted advisors of these obligations.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Provider will exercise reasonable professional skill and care in preparing recommendations but does not guarantee specific results. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS DOCUMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY RECIPIENT TO PROVIDER UNDER THIS DOCUMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.

Recipient shall indemnify, defend and hold harmless Provider from and against all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Recipient's misuse of recommendations, or from Recipient's breach of this Document, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Document 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 the state and federal courts located within that state for disputes arising under this Document.

ENTIRE AGREEMENT

This Document, together with any exhibits or attachments 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 written or oral. No amendment shall be effective unless in writing and signed by both parties.

ACCEPTANCE

Recipient will indicate acceptance of the recommendations by written notice or by implementing the recommendations materially. If Recipient does not provide written acceptance or rejection within days of delivery, recommendations will be deemed accepted for purposes of invoicing and payment.

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