Investor Communication Letter

INVESTOR COMMUNICATION LETTER

Company Name:

Investor Name:

Effective Date:

WHEREAS

WHEREAS, Company Name above is engaged in the business described in its organizational documents and desires to provide regular disclosures and updates to Investor Name regarding financial performance, material events and other matters reasonably requested by Investor; and

WHEREAS, Investor Name is an existing or prospective investor who requires a formal communication protocol to govern the nature, timing and confidentiality of information delivered; and

WHEREAS, the parties wish to set forth the scope, timing, fees (if any), confidentiality obligations and other terms governing such communications as set forth in this letter.

SCOPE OF COMMUNICATION

PAYMENT TERMS

If the communications described herein are provided pursuant to a fee arrangement, the parties agree the fee shall be:

Late Payment: on any unpaid balance, calculated monthly and compounded as permitted by law.

TERM AND TERMINATION

This letter shall commence on the Effective Date set forth above and continue until unless earlier terminated in accordance with this section.

Either party may terminate this arrangement for convenience upon prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

All non-public information disclosed by either party to the other in connection with the communications governed by this letter (the "Confidential Information") shall be used solely for the purposes described herein and shall be held in strict confidence. Recipient shall not disclose Confidential Information to any third party except to its employees, agents and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this letter; (b) was rightfully known to recipient prior to disclosure; (c) was rightfully received from a third party without restriction; or (d) is independently developed by recipient without reference to Confidential Information. Disclosure required by law or court order shall be permitted only after recipient provides prior notice to the disclosing party where legally permissible and reasonable cooperation to seek protective measures.

By checking this box, the signing party acknowledges the confidentiality obligations set forth above and agrees to be bound thereby.

GOVERNING LAW

This letter shall be governed by and construed in accordance with the laws of the jurisdiction specified by Company Name (exclusive of conflict of laws principles), and the parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this letter.

ENTIRE AGREEMENT

This letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment to this letter must be in writing and signed by both parties.

REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this letter and that the individual signing on its behalf is duly authorized to do so. Neither party makes any other warranties, express or implied, except as expressly set forth herein.

ADMINISTRATIVE CONTACTS

COMMUNICATION PREFERENCES

Preferred delivery methods for routine communications (check all that apply):

Email Phone Postal Mail

ACKNOWLEDGMENT

By signing below, the parties acknowledge receipt of this Investor Communication Letter, confirm that the statements contained herein accurately reflect their understanding, and agree to be bound by its terms.

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