Client Declarations Error LOE

Client Declarations Error LOE

Parties

Recitals

WHEREAS, Client submitted declarations and supporting documentation to Service Provider in connection with certain transactions and internal filings, and subsequently identified inaccuracies and errors in those declarations; and

WHEREAS, Service Provider has agreed to prepare and deliver a Letter of Explanation and to assist with amendment or correction of the declarations described herein pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations regarding investigation, correction, payment, confidentiality and governing law.

Scope of Work

Service Provider will review the identified Client declarations, prepare a Letter of Explanation addressing the nature and cause of the errors, propose corrective language and, where applicable, prepare drafts for submission to relevant recipients. The parties agree that the Scope of Work shall include the tasks described below and any additional services only by written amendment signed by both parties.

Error Classification (select all that apply)

Missing or omitted income Misreported income amount Incorrect date of birth

Omitted assets or liabilities Other

Payment Terms

Client shall pay Service Provider for services rendered under this Agreement as follows. Fees are inclusive of drafting, reasonable review, and two rounds of minor revisions unless otherwise noted in writing.

Payments not received within the agreed payment schedule shall be subject to the late fee identified above and interest at the lesser of 1.5% per month or the maximum permitted by law, calculated from the date payment was due until the date payment is received.

Term and Termination

This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 10 days following written notice of the breach.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive or observe Confidential Information belonging to the other party. "Confidential Information" means non-public business, financial, personal, or technical information disclosed in any form. The receiving party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) not disclose Confidential Information to any third party except to employees or consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of three years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Client acknowledges and agrees to the Confidentiality provisions above.

Representations and Warranties

Client represents and warrants that the statements provided to Service Provider are true and complete to the best of Client's knowledge and that Client has authority to engage Service Provider for the corrections contemplated herein. Service Provider represents and warrants that it will perform services in a professional manner consistent with industry standards.

Indemnification and Limitation of Liability

Client agrees to indemnify and hold harmless Service Provider from any claims, liabilities, losses or expenses arising from Client's failure to disclose material facts or from reliance on inaccurate information provided by Client. Except for gross negligence or willful misconduct, Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute within 30 days, either party may pursue any available legal or equitable remedies.

Entire Agreement

This Agreement, including all exhibits and written amendments entered into by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties.

Acknowledgment and Certification

Client certifies that the errors identified in this Letter of Explanation arose inadvertently and were not the result of fraud. Client authorizes Service Provider to prepare corrective statements and, as applicable, to submit those statements to recipients designated by Client. Client understands and agrees that Service Provider is not responsible for any decision made by a third party recipient in response to the corrected declarations.

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