Chapter 7 Document

CHAPTER 7 DOCUMENT

This Chapter 7 Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client desires that Provider prepare, assemble, and deliver documents, statements, and supporting materials necessary for or related to a Chapter 7 filing or related proceedings, and Provider represents that it possesses the experience and personnel necessary to perform such services; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations and other material terms governing Provider's performance and Client's obligations in connection with the services described herein.

SCOPE OF WORK

Provider shall perform the following services and deliverables in a professional manner consistent with industry standards. Deliverables include drafting required schedules, assembling supporting documentation, preparing attestations and coordinating with Client for signatures as necessary. Key deliverable deadline: Completion Date: .

PAYMENT TERMS

Invoices are payable within days of invoice date. Overdue amounts shall incur the late fee specified above and interest to the extent permitted by law.

Check    Wire Transfer    Credit/Debit Card    Other (specify below)

TERM AND TERMINATION

This Agreement commences on Start Date: and expires on End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date. Termination for Cause: either party may terminate immediately if the other materially breaches a material obligation and fails to cure such breach within Cure Period (days): days after written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments reasonably made by Provider in anticipation of performing the remainder of the Services.

CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information; (b) not disclose Confidential Information to any third party except to employees, contractors or professional advisors with a need to know and who are bound by comparable confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known through no fault of the Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party’s Confidential Information; or (iv) must be disclosed pursuant to law, regulation or court order, provided Receiving Party gives prompt notice and cooperates with Disclosing Party to seek protective measures.

The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any schedules 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 proposals, negotiations, and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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