Client Buyer Engagement

CLIENT BUYER ENGAGEMENT

THIS CLIENT BUYER ENGAGEMENT (the Agreement) is made effective as of (Effective Date), by and between Client Name: and Representative Name: .

WHEREAS

WHEREAS, Client engages Representative to provide advisory and procurement services in connection with Client's contemplated purchase of assets or services (the Services), and Representative accepts such engagement on the terms set forth herein;

WHEREAS, Representative has experience and expertise in sourcing, evaluating and negotiating acquisitions on behalf of buyers and will act as an independent advisor to Client in the performance of the Services;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the Services, compensation and confidentiality.

SCOPE OF WORK

Representative shall provide the Services described below. Representative shall use commercially reasonable efforts, consistent with industry standards, to identify and evaluate acquisition opportunities, perform due diligence coordination, assist with negotiation strategy, and support closing activities as requested by Client.

PAYMENT TERMS

Client shall pay Representative the fees set forth below in consideration for the Services. Fees are earned as described and are non-refundable except as expressly provided in this Agreement.

Late Payment: Any undisputed amount not received when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), and Client shall also be responsible for reasonable collection costs and any attorneys' fees incurred in enforcing payment. Representative may suspend performance for overdue undisputed balances after ten (10) days' written notice to Client.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees earned through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in connection with this Agreement each may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in any form. Each receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses with its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INDEPENDENT CONTRACTOR; REPRESENTATIONS

Representative is an independent contractor for all purposes and is not an employee, partner or agent of Client. Representative represents that it has the full right, power and authority to enter into and perform this Agreement and that performance will not violate any agreement with third parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party may designate by written notice.

ENTIRE AGREEMENT; AMENDMENT

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

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach or of the provision itself.

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