Client Service Question Form

Client Service Question Form

Effective Date:

Recitals

WHEREAS, Client Name: seeks to obtain professional services relating to the questions and issues described in this form; and

WHEREAS, Service Provider Name: has the experience and capacity to respond to Client inquiries and perform related services under the terms set forth below; and

WHEREAS, the parties desire to record Client questions and to establish the scope, payment, confidentiality and other terms that will govern the response and any subsequent engagement.

Scope of Work

The Service Provider shall, in good faith and with commercially reasonable efforts, provide advisory, investigative and advisory follow-up services reasonably necessary to respond to the Client question described above. Any work beyond the scope identified herein will require written authorization and may be subject to additional fees.

Client Questions & Background

High    Medium    Low

Email    Phone    Virtual Meeting    Other

Payment Terms

Client agrees to compensate Service Provider for time and materials or fixed fees as follows. Fees are due within days of invoice unless otherwise agreed in writing.

Late payments shall incur interest at the lesser of (a) % per month or (b) the maximum permitted by applicable law, plus collection costs and reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may also terminate immediately for material breach that remains uncured for a period of 15 days after written notice of breach. Termination will not relieve Client's obligation to pay for services performed and expenses incurred prior to effective termination.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive confidential or proprietary information of the other party. "Confidential Information" includes non-public business, technical and financial information disclosed in any form. The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or to its employees, contractors or advisors on a need-to-know basis who are subject to confidentiality obligations no less protective than those hereunder. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was in the receiving party's possession prior to disclosure, or is rightfully obtained from a third party without restriction.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute is not resolved by negotiation within 30 days, the parties may pursue any remedies available at law or equity in the courts of the chosen jurisdiction.

Entire Agreement and Miscellaneous

This document, together with any attachments or written change orders duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Acknowledgment

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms of this Client Service Question Form and General Business Agreement, and that the information provided in this form accurately describes the Client's question and expectations at the time of execution.

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