Client Suitability Declaration

CLIENT SUITABILITY DECLARATION

RECITALS

WHEREAS, Client Name: is seeking to obtain the services described in this Declaration from Service Provider Name: ;

WHEREAS, Service Provider is willing to provide such services on the terms set forth below, contingent upon Client's representations regarding suitability, financial condition and objectives; and

WHEREAS, the parties intend for this Declaration to record Client's suitability information, the scope of services to be provided, payment arrangements and certain contractual provisions governing the engagement, effective as of Effective Date: .

DECLARATION OF SUITABILITY

Client certifies and represents that the responses below are true, complete and accurate as of the Effective Date. Client acknowledges that Service Provider will rely on these representations in determining whether the proposed services are suitable.

Approximate Net Worth (excluding primary residence):   Liquid Net Worth:

Years of relevant experience with similar transactions or engagements:

Conservative — preservation of capital Moderate — balanced growth and income Aggressive — growth with higher volatility

Client represents that Client is an accredited/qualified investor as defined by applicable law: Yes    If yes, basis for accreditation:

SCOPE OF WORK

PAYMENT TERMS

Total Fee:   Payment Schedule:

Late fee on overdue amounts: . Client will also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:   Term End Date (if applicable):

Either party may terminate this engagement for convenience upon written notice to the other party not less than prior to the effective termination date. Service Provider may suspend services if Client fails to timely pay amounts due.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this Declaration by the Receiving Party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Declaration, and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. These confidentiality obligations survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

Client acknowledges that the obligations set forth in this section are a material inducement to Service Provider's willingness to provide the services described herein.

GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for resolution of disputes arising under this Declaration.

REPRESENTATIONS; CERTIFICATION

Client represents and warrants that (a) the information provided in this Declaration is true and complete to the best of Client's knowledge; (b) Client has the authority to enter into this Declaration; and (c) Client will promptly notify Service Provider in writing of any material change in the information provided herein.

Client further acknowledges that Service Provider has made no guarantees regarding results and that Client's decision to proceed with services is based on Client's independent evaluation of suitability and risk.

ENTIRE AGREEMENT

This Declaration, together with any statements of work or attachments executed by the 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 communications, whether oral or written. Any modification to this Declaration must be in writing and signed by both parties.

ACKNOWLEDGEMENT

By signing below, Client acknowledges that Client has read and understands this Client Suitability Declaration, has provided accurate information to the best of Client's knowledge, and agrees to be bound by its terms.

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