Financial Response Engagement

FINANCIAL RESPONSE ENGAGEMENT

Parties and Effective Date

This Financial Response Engagement Agreement (the "Agreement") is entered into between:

Effective Date:

Recitals

WHEREAS, the Client requires immediate financial response services in connection with financial events, regulatory inquiries, restructuring, liquidity assessment, crisis accounting, transaction support, or other matters as set forth herein; and

WHEREAS, the Firm possesses experience and expertise to provide such services and the Client desires to engage the Firm on the terms and conditions of this Agreement.

Scope of Services

The Firm will provide the services described below. Services will be conducted in accordance with professional standards applicable to the Firm's discipline and consistent with the Client's stated objectives.

Fees, Expenses and Billing

The Client agrees to pay the Firm for services rendered, as set forth in the fee schedule below. All fees are due in accordance with the payment terms described in this Agreement.

Retainer required: Yes No

Payment Terms and Methods

Invoices are payable within days of invoice date. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Payment methods accepted:

Check Wire Transfer / Electronic Payment Credit/Debit Card

Confidentiality and Use of Information

The Firm shall treat Client information as confidential and shall not disclose Client information except (a) as authorized by the Client in writing, (b) to perform the services under this Agreement, (c) to the extent required by law, or (d) as otherwise permitted by this Agreement. The Firm may disclose information to subcontractors subject to confidentiality obligations no less protective than those in this Agreement.

Conflicts of Interest; Independence

The Firm will notify the Client promptly if a material conflict of interest is identified. The Client acknowledges that the Firm may provide services to other parties, provided such services do not materially impair the Firm's obligations to the Client.

Records; Work Product; Ownership

All working papers, analyses, and methodology developed by the Firm in connection with the services are the Firm's work product and remain the Firm's property; provided, however, the Firm grants the Client a non-exclusive right to use the deliverables for the Client's internal business purposes. The Client shall not distribute deliverables to third parties without the Firm's prior written consent.

Limitation of Liability; Indemnification

The Firm's liability for any claim arising from or related to this Agreement shall not exceed the fees paid by the Client to the Firm under this Agreement for the specific services from which the claim arises. The Client will indemnify and hold the Firm harmless from and against any losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising from the Client's breach of this Agreement, the Client's misuse of deliverables, or the Client's failure to provide accurate or complete information.

Termination

Either party may terminate this Agreement on written notice to the other party. Upon termination, the Client will pay the Firm for all services performed and expenses incurred through the effective date of termination, plus reasonable costs associated with an orderly transition.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration under the rules agreed by the parties.

Client Responsibilities; Reliance

The Client shall provide timely access to personnel, records, information and facilities as reasonably required by the Firm. The Firm's services may rely on information provided by the Client and third parties; the Firm is entitled to rely upon the accuracy and completeness of such information without independent verification unless expressly agreed otherwise.

Data Security and Electronic Communication

The parties acknowledge that communications and data transmissions can present security risks. The Firm will use commercially reasonable measures to protect electronic data but is not responsible for interception, loss, or unauthorized access beyond the Firm's reasonable control.

Notices

Additional Terms

By signing below, the undersigned represent and warrant that they have authority to enter into this Agreement on behalf of the respective party and accept the terms and conditions contained herein.

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