Legal FA Revised Agreement

LEGAL FA REVISED AGREEMENT

This Agreement is made as of Effective Date: by and between Client Name: whose principal place of business or residence is Address: (the "Client"), and Financial Advisor Name: whose principal place of business is Address: (the "Advisor"). Each of Client and Advisor is individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client desires to engage the Advisor to provide financial advisory services as described herein and the Advisor is willing to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties wish to revise and restate any prior engagement agreement between them and to set forth the scope, compensation, obligations and limitations applicable to the Advisor's services; and

WHEREAS, the Parties acknowledge that this Agreement supersedes prior written or oral agreements specifically referenced herein and constitutes the Parties' complete agreement with respect to the subject matter hereof.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: (a) "Services" means the advisory services described in Section 2; (b) "Confidential Information" means information described in Section 6; and (c) "Term" means the period set forth in Section 3.

2. ENGAGEMENT AND SCOPE OF SERVICES

2.1 Engagement. The Client hereby engages the Advisor, and the Advisor accepts such engagement, to provide financial advisory services as set forth in this Agreement.

2.2 Scope. The Advisor shall provide advisory services including, but not limited to: investment analysis, portfolio recommendations, financial planning, and such other deliverables as are mutually agreed in writing. Describe services in detail:

3. TERM

3.1 Term. The Term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 11.

4. COMPENSATION; EXPENSES

4.1 Fees. As consideration for the Services, the Client shall pay the Advisor fees as follows: Fee Amount: payable according to Payment Schedule: .

4.2 Expenses. The Client shall reimburse the Advisor for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon submission of appropriate documentation. Advisor must obtain the Client's written approval for any single expense exceeding Amount: .

5. ADVISOR STATUS AND CONFLICTS

5.1 Independent Contractor. The Advisor is an independent contractor and shall be solely responsible for all taxes, withholdings, and other statutory obligations of an independent party. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership or joint venture.

5.2 Conflicts. The Advisor shall promptly disclose in writing any actual or potential conflict of interest that may materially affect the Advisor's ability to perform the Services. If the conflict cannot be reasonably resolved, the Client may terminate this Agreement under Section 11.

Individual Corporation Limited Liability Company

6. CONFIDENTIALITY

6.1 Obligation. Each Party acknowledges that during the Term it may receive Confidential Information of the other Party. Each Party agrees to hold such Confidential Information in strict confidence and not to disclose it to any third party except as required by law or with prior written consent.

6.2 Exclusions. Confidential Information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was rightfully known to the recipient prior to disclosure, or (iii) is rightfully received from a third party without restriction.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it; and (c) the execution and performance of this Agreement will not violate any law or other agreement to which it is a party.

8. INDEMNIFICATION

8.1 Indemnity by Advisor. The Advisor shall indemnify, defend and hold harmless the Client and its affiliates, officers and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Advisor's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Indemnity by Client. The Client shall indemnify and hold the Advisor harmless for liabilities arising from the Client's breach of representations or misuse of Advisor deliverables.

9. LIMITATION OF LIABILITY

Except for liability arising from fraud, gross negligence or willful misconduct, in no event shall either Party be liable for any indirect, special, incidental or consequential damages, including lost profits. The aggregate liability of each Party under this Agreement shall not exceed the total fees paid by the Client to the Advisor under this Agreement during the twelve (12) month period preceding the claim.

10. RECORDS; AUDIT

The Advisor shall maintain accurate records relating to the Services and any billable expenses for a period of three (3) years following the date incurred. The Client shall have the right, upon reasonable prior notice, to inspect supporting records relating to fees and expenses.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, the Client shall pay the Advisor for all Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and payment shall survive termination.

12. NOTICES

All notices, requests, consents, claims and other communications hereunder shall be in writing and addressed as follows (or to such other address as the receiving Party may specify in writing):

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

13.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

14.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. MISCELLANEOUS PROVISIONS

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

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