Miscellaneous PreA Figure

Miscellaneous PreA Figure Agreement

This Miscellaneous PreA Figure Agreement (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client seeks a preliminary estimate, summary metric or valuation (the "PreA Figure") to assist in internal planning, fundraising discussions and financial modelling; and

WHEREAS, Provider has expertise in preparing preliminary capitalization and funding metrics and will calculate and deliver the PreA Figure in accordance with the scope and assumptions set forth in this Agreement; and

WHEREAS, the parties desire to reduce the terms of their engagement to writing and to specify the responsibilities, payment terms and confidentiality obligations applicable to the PreA Figure deliverable.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fee set forth below in exchange for the PreA Figure and related deliverables. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All invoices not paid when due shall incur the specified late payment fee, and Client shall also be responsible for reasonable collection costs, including attorneys' fees, if collection becomes necessary.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination for cause for material, uncured breach is effective immediately upon written notice if the breach is incapable of cure. Upon termination, Provider shall deliver all completed work and Client shall pay all fees accrued through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that Provider may receive Confidential Information from Client in the course of preparing the PreA Figure. Confidential Information means non-public business, financial and technical information disclosed by Client to Provider, whether in written, electronic or oral 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.

Provider shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of Provider, is rightfully received from a third party without restriction, or is independently developed by Provider without use of Client's Confidential Information.

I acknowledge and agree that I have read and will comply with the Confidentiality obligations set forth above.

PREA FIGURE ADJUSTMENTS AND LIMITATIONS

The PreA Figure is an advisory, preliminary estimate prepared on the assumptions set forth herein. Provider does not warrant that the PreA Figure will result in or predict a specific transaction, financing outcome or market valuation. Provider may revise the PreA Figure upon receipt of materially different information or upon mutual written agreement. Client accepts that adjustments after delivery may result in additional fees under the Payment Terms.

Client acknowledges that Provider may propose adjustments to the PreA Figure based on updated data and that such adjustments may affect the final fee and timeline.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws. Each party irrevocably submits to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, understandings, representations and warranties, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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