Financial Client Service Project Agreement

FINANCIAL CLIENT SERVICE PROJECT AGREEMENT

This Financial Client Service Project Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client seeks to engage Service Provider to perform financial advisory, project management, analytics, or related professional services in connection with the Project described below; and WHEREAS, Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

PROJECT IDENTIFICATION

Project Start Date:    Project End Date (estimated):

SCOPE OF SERVICES

FEES, EXPENSES AND PAYMENT

The Client shall pay the Service Provider the fees set forth in the fee schedule below. All fees are due in U.S. dollars and are exclusive of taxes and reimbursable expenses unless otherwise stated.

Subtotal:

Tax (specify rate):

Reimbursable Expenses:

Total Due:

ACH/electronic transfer    Wire transfer    Check    Credit card

Late payments shall incur interest at: and a collection fee equal to reasonable costs of collection.

EXPENSES

Reasonable out-of-pocket expenses incurred by Service Provider in connection with performance of the Services shall be reimbursed by Client provided that such expenses were pre-approved in writing where amounts exceed .

CHANGE ORDERS

Any changes to scope, schedule or fees shall be documented in a written change order signed by both parties. Service Provider shall not be obligated to perform any work beyond the Scope of Services without an executed change order.

CONFIDENTIALITY AND DATA SECURITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such information except for performance under this Agreement. Confidential Information excludes information that: (a) is or becomes public without breach; (b) was known prior to disclosure; or (c) is independently developed. The Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client data.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, upon full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in and to project deliverables prepared specifically for Client. Service Provider retains ownership of general methodologies, templates, tools, models and know-how used in the performance of services and grants Client a non-exclusive license to use such materials solely as incorporated in the deliverables.

REPRESENTATIONS, WARRANTIES, LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS.

INDEMNIFICATION

Each party will indemnify, defend and hold harmless the other party from and against claims, liabilities and expenses arising from the indemnifying party's gross negligence or willful misconduct, or from the indemnifying party's breach of representations, warranties or obligations under this Agreement.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the termination date.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, labor disputes, governmental actions, or network or utility failures, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by arbitration or in courts as agreed below.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes prior agreements. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remainder shall remain in full force.

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