Legal FA Draft Agreement

LEGAL FA DRAFT AGREEMENT

This Financial Advisory Agreement (the "Agreement") is made as of the day of , by and between Client Name: , an entity organized as a under the laws of , with its principal place of business at (the "Client"), and Advisor Name: , an entity organized as a under the laws of , with its principal place of business at (the "Advisor").

RECITALS

WHEREAS, the Client desires to engage the Advisor to provide financial advisory and transaction support services, including but not limited to strategic financial advice, valuation assistance, capital raising support, and negotiation support (the "Services");

WHEREAS, the Advisor has the expertise, personnel and resources necessary to perform the Services and is willing to provide such Services to the Client on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such Services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Services" means the advisory services described in Section 2 and in the scope_of_services field. "Deliverables" means any written reports, analyses, models and other materials prepared by Advisor and delivered to Client in the performance of the Services. "Confidential Information" means information disclosed by a Party that is designated confidential or that by its nature would reasonably be considered confidential.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Advisor to perform the Services and Advisor accepts such engagement, all upon the terms and conditions set forth herein.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with this Section.

3.2 Termination. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

4. COMPENSATION; EXPENSES

4.1 Fees. As consideration for the Services, Client shall pay Advisor the fees set forth below and in any attached fee schedule. All fees are payable in U.S. dollars and are due in accordance with the payment schedule.

4.2 Expenses. Client shall reimburse Advisor for reasonable, documented out-of-pocket expenses incurred in connection with the performance of the Services, subject to Client's prior written consent for any single expense in excess of .

5. CONFIDENTIALITY

5.1 Each Party shall maintain in confidence and not disclose to any third party the other Party's Confidential Information except as required by law or as necessary to perform the Services. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. Unless otherwise agreed in writing, all Deliverables prepared specifically for Client hereunder shall be the property of Client upon full payment of all fees due, provided that Advisor shall retain ownership of its pre-existing intellectual property and any general know-how and methods used in providing the Services.

6.2 License. Advisor hereby grants Client a non-exclusive, non-transferable license to use Advisor's pre-existing materials incorporated in the Deliverables solely for Client's internal business purposes.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants to the other that (a) it has the full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) its execution and performance of this Agreement will not violate any applicable law or contractual obligation.

8. INDEMNIFICATION

8.1 Advisor Indemnity. Advisor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, claims, damages or liabilities arising out of Advisor's gross negligence, willful misconduct or material breach of this Agreement.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Advisor from and against any losses, claims, damages or liabilities arising out of Client's breach of this Agreement, misrepresentations or use of the Deliverables for purposes other than those contemplated by the Parties.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of its confidentiality obligations or indemnification obligations under Section 8, in no event shall either Party be liable to the other for indirect, incidental, special, consequential or punitive damages. The aggregate liability of each Party for any claim arising under or related to this Agreement shall not exceed the amount of fees actually paid by Client to Advisor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim, or , whichever is greater.

10. COMPLIANCE; ANTI-CORRUPTION

Each Party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including anti-corruption and anti-bribery laws. Neither Party shall offer or make any payment or gift that would violate applicable law.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand, sent by nationally recognized overnight courier, or sent by certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may specify by notice to the other Party in accordance with this Section.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes as close as possible to the Parties' original intent.

14. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

14.3 Counterparts; Electronic Execution. This Agreement may be executed in counterparts and may be executed and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or to a successor in connection with a merger or sale of all or substantially all of its assets.

15.2 Relationship of the Parties. Advisor is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties.

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