Financial Project Agreement

FINANCIAL PROJECT AGREEMENT

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

PARTIES AND CONTACTS

RECITALS

WHEREAS, Client desires to engage Provider to render financial advisory, structuring, financing and related services for the project described below; and WHEREAS, Provider has the expertise and is willing to provide such services on the terms set forth in this Agreement. The parties agree as follows.

PROJECT OVERVIEW AND SCOPE

BUDGET, FEES AND PAYMENT SCHEDULE

The total approved budget for the Project (Total Budget): $ . Provider will invoice Client in accordance with the disbursement schedule below. All amounts are payable in U.S. dollars unless otherwise stated.

DISBURSEMENT & INVOICE SCHEDULE

Invoices are due within days of invoice receipt. Accepted payment methods: Check ACH / Direct Transfer Wire Transfer.

Late payments will bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Provider may suspend performance for nonpayment after written notice and the expiration of a five (5) business day cure period.

EXPENSES, RECORDS AND AUDIT

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in the performance of services upon presentation of receipts. Provider will maintain books and records supporting invoices for a period of three (3) years and shall provide Client reasonable access for audit upon prior notice. Disputed items shall be resolved in good faith and payments on undisputed amounts shall proceed as set forth herein.

CHANGES; CHANGE ORDER PROCEDURE

Any change in scope, schedule or price must be documented in a written change order executed by authorized representatives of both parties. Unless otherwise agreed, change orders shall state the impact on compensation and the schedule.

CONFIDENTIALITY

Each party will protect confidential information of the other party and will not disclose such information except to employees or contractors who need to know and are bound by confidentiality obligations. Confidential information shall not include information that is or becomes publicly available without breach, or that a party can demonstrate was already lawfully in its possession.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents that it has authority to enter into this Agreement and that performance will not violate other agreements. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

SECURITY, COLLATERAL AND SETOFF

To secure Client’s payment obligations under this Agreement, Client grants Provider a security interest in all funds and collateral generated by the Project, to the extent permitted by law. Provider reserves the right to set off any amounts due against amounts payable to Client, subject to prior written notice.

DEFAULT AND REMEDIES

An event of default includes failure to pay undisputed amounts within the agreed period, insolvency, or material breach that remains uncured after ten (10) days’ notice. Upon default, the non-defaulting party may pursue all remedies available at law or equity, including acceleration, collection of costs and reasonable attorneys' fees, and foreclosure on permitted collateral.

TERMINATION

Either party may terminate this Agreement for material breach if the breach is not cured within the specified cure periods. Upon termination, Client shall pay Provider for all services performed and costs incurred through the effective date of termination, together with any applicable termination fees set forth in a separate schedule.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from their respective breaches or gross negligence. Except for liability for willful misconduct, fraud or indemnity obligations, neither party's aggregate liability shall exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the claim.

NOTICES

All notices must be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the Project and supersedes prior agreements. No amendment is effective unless in writing and signed by both parties. Governing law:

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