Corporate Advisers Agreement

Corporate Advisers Agreement

This Corporate Advisers Agreement (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Client is engaged in the business of managing and operating corporate activities and desires to retain the Adviser to provide advisory, strategic and corporate governance services in accordance with the terms set forth herein; and

WHEREAS, Adviser represents that it has the experience, qualifications and capabilities to provide such services and is willing to provide those services to Client on the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Adviser shall provide advisory services to Client consistent with the descriptions below and as further detailed in schedules mutually agreed in writing. The Adviser shall perform services with reasonable care, skill and diligence in accordance with customary industry standards for similar engagements.

Payment Terms

As consideration for the services rendered by Adviser, Client shall pay Adviser the fees and reimbursements set forth below. Fees are exclusive of any applicable taxes unless otherwise specified.

All invoices are due within days of receipt unless otherwise agreed in writing. Client shall reimburse Adviser for reasonable, pre-approved out-of-pocket expenses incurred in the performance of services upon submission of documentation.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days following written notice specifying the breach.

Upon termination, Adviser shall deliver to Client all work in progress and invoices for services rendered through the effective date of termination. Client shall pay Adviser for all services performed and expenses incurred prior to termination in accordance with the Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Client to Adviser, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Adviser shall (i) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement or required by law; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least as protective as those it employs to protect its own confidential information of a similar nature.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by Adviser without the use of Confidential Information; or (d) is required to be disclosed by law or court order, provided Adviser gives Client prompt written notice and cooperates with Client in any efforts to seek protective treatment.

Upon termination or expiration of this Agreement, Adviser shall promptly return or destroy all Confidential Information and certify in writing the return or destruction upon Client's request. Remedies at law may be inadequate to protect Client; accordingly Client shall be entitled to seek injunctive and equitable relief in addition to other remedies.

Additional Provisions

Independent Contractor. Adviser is an independent contractor and not an employee, agent or partner of Client. Adviser shall be solely responsible for all employment taxes and other amounts payable with respect to its personnel.

Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other; provided, however, that Client may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all assets without Adviser consent provided Client remains liable for payment obligations.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, losses, liabilities, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement.

Governing Law and Venue

This Agreement 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 state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any schedules or exhibits 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, negotiations and understandings, whether written or oral, relating to such subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means or as a scanned image shall be effective for all purposes.

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