Business Revive Document

BUSINESS REVIVE DOCUMENT

This Business Revive Document is entered into by the parties set forth below for the purpose of providing services to restore, reorganize, and resume operations of a business entity.

Client Name:     Service Provider Name:

Business Name:     Effective Date:

WHEREAS

WHEREAS, Client owns or controls the business identified above and seeks professional assistance to restore the business to active and compliant operation; and

WHEREAS, Service Provider holds the requisite expertise to provide operational, financial, regulatory, and strategic services necessary to revive the business; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such revival services in a written agreement.

SCOPE OF WORK

Services shall include, without limitation, assessment of outstanding regulatory filings, reconciliation of financial records, preparation of required registrations and filings, remediation of material compliance matters, operational planning, and implementation assistance as described in the Detailed Scope of Work above. Service Provider will perform services in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay all amounts due within the timeframe specified above. Late payments shall bear interest at the lesser of (a) the rate of per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Service Provider in the enforcement of payment obligations.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Upon termination, Service Provider shall deliver to Client all work product, records, and materials prepared by Service Provider that are paid for in full. Sections that by their nature survive termination, including but not limited to confidentiality, indemnification, payment, and governing law provisions, shall survive termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form concerning the disclosing party's business, operations, finances, trade secrets, customer lists, or plans. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of performing under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The foregoing obligations do not apply to information that is (i) already lawfully known to the receiving party at the time of disclosure, (ii) becomes publicly available through no fault of the receiving party, or (iii) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party and cooperates in seeking protective measures.

Client and Service Provider acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. Venue for any dispute arising out of or related to this Agreement shall lie exclusively in the state or federal courts located in the same state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses provided above and shall be deemed received on the date of personal delivery, on the date of confirmed electronic transmission, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Neither party shall assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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