Business Services GDV

BUSINESS SERVICES GDV

Parties

Service Provider: , Address:

Client: , Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing advisory, valuation and development consulting services, including services directed at establishing Gross Development Value ("GDV") estimates and related financial analyses; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement for the project identified as: (the "Project"); and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide Business Services GDV to Client.

Scope of Work

Service Provider shall perform the work and deliverables described below. The scope may include site assessment, market comparables, GDV modelling, sensitivity analysis, presentation materials and supporting documentation.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the performance of services and delivery of deliverables.

All fees are due in accordance with the Payment Schedule. In the absence of an alternate schedule, invoices are due within days of invoice date. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

Past due amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect past due amounts.

Term and Termination

This Agreement is effective as of the Effective Date: and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made on Client's behalf.

Confidentiality

"Confidential Information" means information disclosed by one party to the other, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation business plans, financial information, GDV analyses, models, assumptions and client data.

The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as the receiving party uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or consultants who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the receiving party provides prompt written notice to the disclosing party and cooperates with any efforts to seek a protective order.

Intellectual Property and Use of Deliverables

Service Provider retains all right, title and interest in methodologies, templates, tools and intellectual property used or developed in connection with the services, subject to a limited, non-exclusive, non-transferable license to Client to use the deliverables for Client's internal business purposes in connection with the Project. Client shall not sublicense, sell or otherwise distribute deliverables to third parties without Service Provider's prior written consent, except as required for financing or regulatory approvals for the Project.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against claims, losses, liabilities and expenses arising from the indemnifying party's breach of this Agreement or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties cannot resolve a dispute within sixty (60) days, the dispute may be submitted to mediation followed, if necessary, by binding arbitration in the county of the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or joint venture relationship. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

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