Professional Advisory Services Agreement

PROFESSIONAL ADVISORY SERVICES AGREEMENT

This Professional Advisory Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: located at Principal Place of Business: (Client), and Advisor Name: located at Principal Place of Business: (Advisor). Client and Advisor may be referred to collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Client desires to engage Advisor to provide professional advisory services regarding Client's business operations, strategy, financial matters and related topics as more fully described herein; and

WHEREAS, Advisor has the experience, personnel and professional qualifications to provide the advisory services requested by Client and is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Advisor will provide such advisory services to Client.

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

1. DEFINITIONS

1.1 "Services" means the advisory services to be provided by Advisor to Client as described in Section 2 and in the Scope of Services attached in writing in Section 2.1.

1.2 "Deliverables" means any tangible or intangible materials, reports, recommendations or work product prepared by Advisor in connection with the Services.

2. SCOPE OF SERVICES

2.1 Advisor shall perform the Services described below. The Parties may describe the Services in detail here:

2.2 Advisor shall perform the Services in a professional and workmanlike manner consistent with industry standards. Advisor will assign personnel of suitable skill and experience to perform the Services and shall be responsible for the supervision of its personnel.

3. TERM

3.1 This Agreement shall commence on the Effective Date and shall continue for an initial period of Term Months: months unless earlier terminated pursuant to Section 12. Thereafter this Agreement shall automatically renew for successive Renewal Terms of Renewal Months: months unless either Party provides written notice of non-renewal at least Renewal Notice Days: days prior to the end of the then-current term.

4. COMPENSATION AND PAYMENT

4.1 Fees. As consideration for the Services, Client shall pay Advisor Fees in accordance with this Section. The initial fee arrangement is described below.

4.2 Invoices. Advisor shall submit invoices to Client describing the Services performed, time spent (if applicable), and expenses incurred. Client shall pay invoices within Payment Terms Days: days of Client's receipt of a proper invoice.

4.3 Late Payment. Overdue payments shall bear interest at Late Payment Rate: or the maximum rate permitted by law, whichever is lower.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) in connection with this Agreement, whether oral, written, electronic or other form, including business plans, financial information, trade secrets, customer lists and technical information, but excluding information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) was in the Receiving Party's possession prior to receipt from the Disclosing Party; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

5.2 Obligations. The Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) limit disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise reasonable care to protect Confidential Information from unauthorized disclosure.

5.3 Compelled Disclosure. If the Receiving Party is required by law or valid process to disclose Confidential Information, it shall, to the extent permitted, provide prompt notice and cooperate with the Disclosing Party to seek a protective order or other appropriate remedy.

6. CONFLICTS OF INTEREST

6.1 Advisor represents that, to the best of Advisor’s knowledge, no conflict of interest exists that would prevent Advisor from performing the Services. Advisor shall promptly disclose to Client any material conflict or potential conflict that arises during the Term.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Deliverables. Unless otherwise agreed in writing, all Deliverables created specifically for Client under this Agreement shall be the exclusive property of Client upon full payment of all amounts due. Advisor hereby assigns and agrees to assign all right, title and interest in such Deliverables to Client.

7.2 Preexisting Materials. Notwithstanding the foregoing, Advisor shall retain ownership of its preexisting intellectual property and tools, including templates and methodologies, and grants Client a non-exclusive, non-transferable, royalty-free license to use such preexisting materials only to the extent incorporated in the Deliverables.

8. INDEPENDENT CONTRACTOR

8.1 The Parties agree that Advisor is an independent contractor and not an employee, agent or partner of Client. Advisor shall be solely responsible for payment of all taxes, withholdings and other statutory obligations related to compensation paid to Advisor and its personnel.

9. WARRANTIES AND DISCLAIMER

9.1 Advisor warrants that it will perform the Services in a professional and workmanlike manner consistent with applicable industry standards. Advisor does not warrant that the Services will result in particular outcomes or business results.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND ADVISOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Advisor Indemnity. Advisor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses arising out of (a) Advisor's gross negligence or willful misconduct in performing the Services; or (b) Advisor's breach of Sections 5 or 7 of this Agreement.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Advisor from and against any third-party claims, liabilities, damages, losses and expenses arising out of Client's breach of this Agreement or Client's misuse of the Deliverables.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF SECTIONS 5 OR 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS.

11.2 The aggregate liability of Advisor to Client for any and all claims arising under this Agreement shall not exceed Liability Cap Amount: or the total fees paid by Client to Advisor under this Agreement in the twelve (12) months preceding the claim, whichever is less.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon Notice Period Days: days' prior written notice to the other Party.

12.2 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 Cure Period Days: days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Advisor shall cease performance of Services and deliver to Client all completed Deliverables and all work in progress for which Client has paid. Client shall pay Advisor for Services performed and expenses incurred through the effective date of termination.

13. NOTICES

13.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

15. GOVERNING LAW; DISPUTE RESOLUTION

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

15.2 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days, the dispute shall be resolved by binding arbitration administered in accordance with the rules agreed by the Parties at the time of dispute; the arbitration shall take place in the county or city within the state specified above unless the Parties agree otherwise in writing.

16. ENTIRE AGREEMENT; SEVERABILITY

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

16.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that substantially accomplishes the original intent.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a sale of substantially all of its business or assets.

17.2 Relationship of the Parties. Nothing in this Agreement shall create any relationship of employment, partnership, joint venture, agency or fiduciary duty between the Parties beyond the express terms herein.

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