Business SEC Document

BUSINESS SEC DOCUMENT

This Business SEC Document (the "Agreement") is entered into as of by and between:

Corporation LLC Partnership Other

WHEREAS

WHEREAS, Company is engaged in the business of preparing, filing and maintaining certain disclosures, reports and documents related to securities, corporate governance and investor relations, and requires specialized services to assist in preparation and review of such SEC-related materials;

WHEREAS, Provider represents that it has the necessary expertise, personnel and systems to render advice, drafting, review and filing support in connection with securities law compliance, investor communications and regulatory filings; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to Provider's engagement and the handling of related confidential and regulated information.

SCOPE OF WORK

Provider shall perform the services described below and any additional services mutually agreed in writing by the parties. Provider's duties include drafting, reviewing, and preparing for filing the documents identified below, coordinating with Company's legal counsel and auditors as necessary, and delivering final documents in a format suitable for filing or distribution.

PAYMENT TERMS

As consideration for the services rendered by Provider, Company shall pay Provider in accordance with the following terms:

Payments not received within the time specified shall bear interest and late charges as set forth above, calculated from the date due until paid. Company shall also reimburse Provider for reasonable costs of collection, including attorneys' fees and expenses, to the extent permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within fifteen (15) days after written notice of such breach. Termination shall not relieve Company of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence all nonpublic information received from the other party (the "Discloser") in connection with this Agreement, including financial data, business plans, projections, investor lists, draft filings, and technical information ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those set forth herein.

Confidential Information shall not include information that: (a) is or becomes publicly available through no wrongful act of Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Discloser's Confidential Information. In the event Recipient is compelled by law, regulation or court order to disclose Confidential Information, Recipient shall provide Discloser prompt written notice, cooperate in seeking a protective order, and only disclose that portion legally required.

Upon termination or at Discloser's request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except that Recipient may retain one archival copy to the extent required by record retention policies or applicable law.

COMPLIANCE WITH SECURITIES LAWS

Provider shall perform services in compliance with applicable securities laws, rules and regulations. Provider does not provide legal advice unless expressly set forth in writing; Company shall retain legal counsel where legal interpretation is required. Provider represents and warrants that to the best of its knowledge the services will be performed by personnel with appropriate professional qualifications and that documents prepared will not contain any untrue statement of material fact or omit a material fact required to make the statements not misleading as of the date prepared.

Company represents that it will provide accurate information and timely access to records, officers, directors, auditors and counsel as reasonably necessary for Provider to fulfill its obligations. Company acknowledges that filings are subject to review by regulators and that Provider's role is preparatory and advisory.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of its representations, warranties or obligations under this Agreement, except to the extent such losses result from the indemnitee's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written appendices explicitly 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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

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