Client Assistance Statement

CLIENT ASSISTANCE STATEMENT

Client Name:    Provider Name:

Client Address:

RECITALS

WHEREAS, Client desires to retain Provider to perform certain assistance and advisory services as described in this Client Assistance Statement, and Provider has represented that Provider has the qualifications, experience and ability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide assistance to Client, including scope, compensation, confidentiality, and the parties' respective responsibilities.

SCOPE OF ASSISTANCE

Provider will perform the assistance described below. Services will be performed with reasonable skill and care and in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider the compensation specified below in exchange for the services rendered. All amounts are denominated in U.S. dollars and are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the following rate: and/or a flat late charge of for each delinquent invoice.

TERM AND TERMINATION

This Client Assistance Statement commences on and, unless earlier terminated in accordance with this paragraph, will continue until .

Either party may terminate this Statement for convenience upon written notice provided at least days prior to the effective termination date. Termination for cause may be immediate in the event of material breach that remains uncured for a period of 15 days after written notice.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing its obligations under this Statement, it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information which (i) is or becomes publicly available through no fault of the recipient, (ii) was already in the recipient's possession at the time of disclosure as evidenced by written records, or (iii) is rightfully received from a third party without breach of any obligation of confidentiality.

The recipient shall not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who need to know the information for the performance of this Statement and who are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or request, the recipient shall return or destroy Confidential Information and certify such return or destruction in writing within 30 days.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, and subject to applicable law, neither party shall be liable to the other for any indirect, incidental, special or consequential damages, including loss of profit, revenue or business opportunity. Provider’s aggregate liability under this Statement shall not exceed the total fees paid by Client to Provider under this Statement in the six (6) months preceding the claim.

GOVERNING LAW

This Statement 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any litigation arising out of or related to this Statement.

ENTIRE AGREEMENT

This Statement, including any attachments and incorporated schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

ACKNOWLEDGMENTS

By signing below, the undersigned represent and warrant that they are authorized to enter into this Statement on behalf of the party they represent, and that they accept and agree to the terms and conditions set forth herein.

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