Business TRP Agreement

BUSINESS TRP AGREEMENT

This Business TRP Agreement ("Agreement") is entered into as of the Effective Date by and between:

Client Name:

TRP Provider Name:

WHEREAS

WHEREAS, Client engages TRP Provider to act as Client's Third-Party Representative ("TRP") to perform the services described in this Agreement with respect to business transactions, negotiations, administrative matters, and related advisory services; and

WHEREAS, TRP Provider possesses the expertise, personnel, and authority necessary to perform the Scope of Work and agrees to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern their relationship and the provision of services.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:   Currency:

Deposit Amount (if any):   Invoice Frequency:

Late Payment Fee:   or Flat Fee:

All amounts are exclusive of applicable taxes unless otherwise stated. Client shall reimburse TRP Provider for pre-authorized, reasonable out-of-pocket expenses incurred in performance of services upon submission of documentation.

TERM AND TERMINATION

Agreement Commencement Date:   Agreement End Date:

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to termination.

Either party may terminate immediately for material breach that remains uncured for a period of days after written notice specifying the breach. Upon termination, Client shall pay TRP Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, and operational information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

The receiving party shall: (i) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) take reasonable measures to protect Confidential Information, no less than those it uses to protect its own similar information. Upon termination or request, the receiving party shall return or destroy the discloser's Confidential Information and certify such destruction in writing.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental body, provided the disclosing party gives prompt written notice to the other and cooperates reasonably with any lawful efforts to contest or limit the disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate direct damages shall not exceed the total fees paid by Client to TRP Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. Venue for any suit arising under this Agreement shall be the state or federal courts located in the selected jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that TRP Provider may assign to an affiliate or successor in interest provided the assignee assumes all obligations.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing.

ACKNOWLEDGMENT

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is authorized to bind the party.

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