Miscellaneous 6-K Form

MISCELLANEOUS 6-K FORM

Parties

Recitals (WHEREAS)

WHEREAS, Client Name: and Contractor Name: (collectively, the Parties) desire to set forth the terms under which the Contractor will perform services and deliver reports to Client; and

WHEREAS, the Parties acknowledge that certain information described in this agreement may be material to investors or other stakeholders and may be reflected in a Miscellaneous Form 6-K filing or notification required by applicable law; and

WHEREAS, the Parties intend that this agreement define the scope, payment, confidentiality, and governance applicable to the services and any related disclosures.

Report Information

Filing Date: — This report describes the material event or information delivered by Contractor to Client for inclusion in a Miscellaneous 6-K report.

Scope of Work

Contractor shall perform the services described below and deliverables shall be provided in accordance with the schedule and specifications set forth herein. Services include preparation, review, and documentation sufficient for Client to rely upon any information included in a Miscellaneous 6-K report.

Payment Terms

Client shall pay Contractor in consideration for the services rendered under this Agreement according to the terms set forth below.

All payments due hereunder shall be in lawful currency of the United States unless otherwise agreed in writing. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of the dispute and pay any undisputed portion pending resolution.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party provided days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice of the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether in written, oral or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information specifically includes drafts, analyses, and supporting materials prepared for the purpose of any Miscellaneous 6-K filing.

Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law, provided that Receiving Party gives Disclosing Party prompt written notice of any compulsory disclosure requirement so that Disclosing Party may seek protective treatment.

Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the contact information set forth below or such other address as either Party shall designate by notice to the other Party.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that monetary damages may be inadequate to remedy certain breaches of confidentiality or misuse of Confidential Information and that the non-breaching Party shall be entitled to seek equitable relief in addition to any other remedies available at law or in equity.

Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified Party gives prompt written notice of any claim and cooperates in the defense and settlement thereof.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Exhibits

Acknowledgment

By signing below, each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized to do so, and that the obligations contained herein constitute valid and binding obligations enforceable against such Party in accordance with their terms.

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