Business Year Document

BUSINESS YEAR DOCUMENT

Parties

Recitals

WHEREAS, Client operates a business for which a defined fiscal business year and related services are required for the period commencing and ending ; and

WHEREAS, Provider has the skill and capacity to perform the services described herein for the specified business year and Client desires to engage Provider on the terms and conditions set forth in this Business Year Document.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Document, the Parties agree as follows.

Scope of Work

Provider shall perform the services necessary to support Client's operations for the business year specified above. The services shall include preparation, advisory and administrative tasks that relate to the business year and as further described below.

Payment Terms

Client shall pay Provider the fees described below in exchange for the services rendered for the business year. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices will be delivered in accordance with the schedule above and are payable within calendar days of invoice date.

Term and Termination

The term of this Document shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Document for cause if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Either Party may terminate without cause upon prior written notice of days to the other Party.

Confidentiality

Each Party acknowledges that in performance of this Document it may receive confidential or proprietary information of the other Party. Subject to the limitations below, each Party shall: (a) hold such information in strict confidence; (b) not use the information except for performance under this Document; and (c) not disclose the information to any third party except to employees, affiliates or contractors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those contained herein.

Confidential information does not include information that: (i) is or becomes publicly available other than by breach of this Document; (ii) was rightfully known to the receiving Party prior to disclosure; or (iii) is independently developed by the receiving Party without use of the disclosing Party’s confidential information. A receiving Party may disclose confidential information to the extent required by law or by valid order of a court or governmental body, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates in seeking confidential treatment or a protective order.

Governing Law; Dispute Resolution

This Document shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles. The Parties shall seek in good faith to resolve any dispute arising under or relating to this Document through negotiation. If the Parties cannot resolve a dispute through negotiation within thirty (30) days, either Party may pursue any remedy available at law or in equity.

Miscellaneous Provisions

Entire Agreement: This Document constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment to this Document must be in writing and signed by both Parties.

Assignment: Neither Party may assign or transfer its rights or obligations under this Document without the prior written consent of the other Party, except that either Party may assign this Document in connection with a merger, sale of substantially all assets, or change of control of that Party.

Severability: If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Representations and Warranties; Certifications

Each Party represents and warrants that it has full power and authority to enter into this Document and to perform its obligations hereunder, and that execution and delivery of this Document has been duly authorized by all necessary action. Each Party further certifies that the information provided to the other Party in connection with this Document is true, complete, and accurate to the best of such Party’s knowledge.

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