Professional Acquisition Services Agreement

PROFESSIONAL ACQUISITION SERVICES AGREEMENT

This Professional Acquisition Services Agreement (the "Agreement") is entered into as of by and between Client Name: , a Entity Type: Corporation LLC Individual, and Service Provider Name: , a Corporation LLC Individual.

RECITALS

WHEREAS, Client is seeking professional advisory and transaction support services in connection with the acquisition, merger or purchase of business assets or equity interests (the "Transaction"); and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide acquisition advisory and related services to Client and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client.

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 meanings set forth below. "Services" means the acquisition advisory, transaction sourcing, due diligence coordination, negotiation support and other services described in Section 2. "Confidential Information" means information defined in Section 7. Terms defined in the singular include the plural and vice versa.

2. SCOPE OF SERVICES

Service Provider shall provide professional acquisition services to Client as agreed in writing and as more fully described below. Services may include identifying acquisition targets, conducting preliminary financial and commercial assessments, coordinating due diligence, advising on structure and valuation, assisting in negotiation of key commercial terms, and coordinating closing activities.

3. TERM; TERMINATION

This Agreement shall commence on the Effective Date entered above and shall continue until completion of the Services or until terminated as provided herein. 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 such breach remains uncured for 30 days after written notice of breach.

4. COMPENSATION

Client shall pay Service Provider the fees set forth in this Section. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

All fees payable on the closing of a Transaction are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, lodging and third-party due diligence fees. Service Provider shall obtain Client's prior written approval for any single expense in excess of .

6. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services and shall not disclose such Confidential Information except to its employees, affiliates or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that: (a) becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party.

7. CONFLICTS OF INTEREST

Service Provider shall disclose to Client any material conflicts of interest of which it is aware. Service Provider may represent other clients with interests in acquisitions generally, provided that it does not use Client Confidential Information to the detriment of Client and complies with its disclosure obligations.

8. 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 and to carry out its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) entering into this Agreement and performing the Services will not violate any material agreement to which it is a party.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and shall cooperate in the defense thereof.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Service Provider shall maintain professional liability insurance with minimum limits of per claim and general liability insurance with commercially reasonable limits. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the parties at their respective addresses set forth below or at such other addresses as either party may specify in writing.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW; VENUE

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS PROVISIONS

Independent Contractor. Service Provider shall perform the Services as an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations.

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