VCP Retainer Agreement

VCP Retainer Agreement

This VCP Retainer Agreement ("Agreement") is entered into as of by and between Client Name: and VCP Firm Name: .

Recitals

WHEREAS, Client desires to engage VCP Firm to provide VCP services as described herein and VCP Firm is willing to provide such services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that VCP Firm will perform advisory, compliance, and corrective services related to Client's VCP matters in accordance with the scope set forth below; and

WHEREAS, the parties seek to allocate responsibilities, fees and risk in a clear written agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree as follows.

1. Engagement; Scope of Services

1.1 Engagement. Client retains VCP Firm to perform the services described in this Section and VCP Firm accepts such engagement on the terms set forth in this Agreement. VCP Firm shall exercise reasonable skill, care and diligence in the performance of the services.

1.2 Changes to Scope. Additional services beyond the Scope of Services shall be agreed in writing and, unless otherwise agreed, will be billed in accordance with the Fee terms below.

2. Term; Termination

2.1 Term. This Agreement commences on the Effective Date and shall continue until the earlier of completion of the services or termination pursuant to this Section.

2.2 Termination Without Cause. Either party may terminate this Agreement for convenience upon days' written notice to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

2.3 Termination for Cause. Either party may terminate immediately for material breach by the other if such breach is not cured within 10 days after written notice of breach.

3. Fees, Retainer and Expenses

3.1 Retainer. Client shall deliver an initial retainer in the amount of which shall be held in trust and applied against fees and expenses as incurred in accordance with applicable law and this Agreement.

3.2 Fee Structure. Select applicable billing arrangement(s):

Hourly — Rate: $

Flat Fee — Amount: $

Contingent Fee — Terms to be set out in separate writing signed by the parties.

3.3 Billing and Payment. VCP Firm will render invoices on a basis. Payments are due within days of invoice. Late payments shall accrue interest at per month or the maximum permitted by law, whichever is lower.

4. Trust Accounting and Application of Retainer

4.1 Trust Handling. The initial retainer and any advances shall be held in VCP Firm's trust account and applied against fees and expenses in the order billed. Client will be provided accounting of trust transactions upon request or as required by applicable professional rules.

5. Client Duties and Representations

5.1 Representations. Client represents that it has provided complete and accurate information material to the engagement and will promptly notify VCP Firm of any material changes.

6. Confidentiality

6.1 Confidential Information. Each party shall maintain the confidentiality of information disclosed by the other party that is designated confidential or that by its nature should reasonably be understood to be confidential, except as required by law, to enforce this Agreement, or as consented to in writing by the disclosing party.

7. Conflicts of Interest; Independence

7.1 Conflicts. VCP Firm represents that it has conducted reasonable conflict checks and, except as disclosed in writing to Client, is not aware of any conflicts that would preclude performance. If a conflict arises, VCP Firm will promptly notify Client and take reasonable steps to address the conflict, including withdrawal where required by applicable professional rules.

8. Limitation of Liability; Indemnification

8.1 Limitation of Liability. Except to the extent caused by willful misconduct or gross negligence, each party's aggregate liability to the other arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to VCP Firm under this Agreement during the 12 months preceding the event giving rise to the claim.

8.2 Indemnification. Client shall indemnify, defend and hold harmless VCP Firm and its personnel from and against claims, liabilities, losses and expenses arising from Client's breach of this Agreement, Client's failure to provide accurate information, or Client's willful misconduct.

9. Dispute Resolution

9.1 Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives.

9.2 Binding Arbitration. If the parties are unable to resolve a dispute by negotiation within 30 days, the dispute shall be submitted to binding arbitration in the jurisdiction specified under Governing Law below, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after mailing by certified mail.

11. Amendments; Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right under this Agreement shall operate as a waiver of that right.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The selected governing law will apply to interpretation and enforcement of this Agreement.

13. Entire Agreement; Severability

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

14. Miscellaneous

14.1 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be an original and all of which together shall constitute one instrument.

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