Business Structure Chart

BUSINESS STRUCTURE CHART AND SERVICES AGREEMENT

Parties and Recitals

This Business Structure Chart and Services Agreement (the Agreement) is entered into as of by and between:

Client Name:

Consultant Name:

WHEREAS, the Client seeks a comprehensive representation of its current and proposed organizational, ownership and management relationships among corporate entities, limited liability companies, partnerships and related persons; and

WHEREAS, the Consultant has the expertise to prepare a Business Structure Chart, including entity identification, ownership percentages, managerial roles and inter-entity relationships, and will deliver such services under the terms set forth in this Agreement; and

WHEREAS, the parties intend that the Business Structure Chart may be used for internal governance, transaction planning, compliance documentation, and other lawful business purposes subject to confidentiality provisions herein.

Scope of Work

The Consultant will prepare a Business Structure Chart that identifies all relevant entities, ownership percentages, direct and indirect ownership chains, management positions, and notes regarding capitalization and outstanding obligations as applicable. The Chart will include a visual diagram and accompanying entity detail pages as specified below.

Organizational Chart Data

The Client shall provide accurate information for each entity listed below. The Consultant may rely on Client-provided information and shall not be liable for inaccuracies arising from incorrect source data.

If more entities exist, attach additional pages or provide a consolidated electronic schedule. The Consultant will incorporate additional entities upon receipt of full details and may adjust fees as set forth below.

Payment Terms

The Client shall pay the Consultant for services rendered as follows:

All fees are exclusive of taxes. If the Client disputes any invoice in good faith, the Client must notify the Consultant in writing with specific reasons within ten (10) days of invoice. Undisputed amounts remain payable according to the Schedule.

Term and Termination

This Agreement commences on the Effective Date set forth above and continues until completion of the services described in the Scope of Work unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the Notice Period. Upon termination, Client shall pay Consultant for all services performed through the termination date and for work-in-progress reasonably allocable to the services.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, financial, operational or technical information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but no 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, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully known by the receiving party without restriction prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. The Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS PROVIDED IN THIS PARAGRAPH, THE CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve disputes between them promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration before a neutral arbitrator selected by the parties, conducted in the county designated by the governing state unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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 the Consultant may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: The Consultant is an independent contractor and nothing herein creates an employment, partnership, joint venture or agency relationship.

Acknowledgment

The undersigned represent that they are authorized to execute this Agreement on behalf of the party for whom they sign and that the information provided to Consultant for preparation of the Business Structure Chart is complete and accurate to the best of their knowledge.

Sign Now