Finance Scholars Group, Inc. (“FSG”) typically bills clients for services we provide on a monthly basis, but reserves the right to bill more frequently at its sole discretion. Our invoices show our fees for professional services and, separately, our out-of-pocket expenses for travel, outside copying, report production, communications, and similar items. Typically, we provide detailed billing statements in support of our invoices, listing hours worked and tasks performed by individual by day, and an itemized listing of out-of-pocket expenses. We also will provide, upon request, additional detail and support for our invoices to meet your particular needs, including copies of receipts for billed expenses.

You will be billed only for incremental costs we incur directly on your behalf. We do not impose surcharges to cover normal and usual operating expenses. However, we may allocate a portion of our monthly licensing fees for specialized quantitative tools (such as SAS, MatLab, and other special-purpose software) and data sources (such as Bloomberg and Capital IQ) to matters on which we make non-trivial use of such resources.

Our invoices are payable immediately upon presentation and become past due if we do not receive payment within 30 days of the date of the invoice. A late payment charge of 1% per month (or the maximum rate permitted by law, whichever is less), computed and compounded daily from the date of the invoice, will be added to the balance due on any invoice that remains unpaid 30 days after the date of the invoice. In addition, you agree to reimburse FSG for reasonable expenses, including but not limited to attorneys’ fees, court costs, and filing fees, we incur to collect amounts that become past due or otherwise enforce our agreement with you. Any suit for the collection of unpaid fees or expenses shall be filed within the appropriate court and jurisdiction in the State of California and you agree to submit to the jurisdiction of any such court. Furthermore, you waive the right to a jury trial in any matter related to the collection of unpaid fees.

If you have questions about our invoices, please contact us immediately so that we can answer them or provide additional information, as appropriate. Any unresolved billing issue must be communicated to a Managing Director of FSG in writing within 30 days of the date of the invoice at issue. The absence of timely written communication of unresolved billing issues related to an invoice shall be deemed acknowledgement that FSG has performed the services described in the invoice and agreement with our fees and expenses for such services.

Without liability, FSG reserves the right to withhold delivery of services, testimony, reports, or data if an account is not current (i.e., if any invoice is past due). In the event that we stop work because your account is not current, you remain responsible for and agree to pay our fees and expenses for services provided through the date we stop work. Furthermore, we may require a retainer or may require that you increase an existing retainer as a condition for resuming work on the engagement.

At the request of Counsel, we sometimes provide an estimate of anticipated fees and expenses prior to or during the course of an engagement. No such estimate shall be construed as a fixed price, maximum price, or cap on fees and expenses unless explicitly identified as such in writing.

FSG provides consulting services to many law firms, companies, and individuals. Before we accept any engagement, we undertake reasonable efforts to identify instances in which we are retained by related parties or by parties that have interests adverse to potential clients. To the extent possible, given our obligation to maintain confidentiality of certain information, we will inform you of such instances as of the date you retain us. It is possible, however, that some of our present or future clients will have disputes or other dealings with you, your clients, or related parties during the time that we are assisting you on the present matter. You agree that we may continue to work on current engagements, and may undertake new engagements in the future, in any matter, including litigation, that is not substantially related to our work for you on the present matter, even if the interests of our clients in such matters may be adverse to you, your clients, or related parties. Under such circumstances, we will undertake reasonable efforts to assure that the FSG teams working on such matters are kept separate (with no common members) and that there is no exchange of confidential data, documents, or other information between such separate teams.

Any FSG client may terminate an engagement with FSG at any time for any reason or for no reason, effective upon delivery of written notice to a Managing Director of FSG. In the event of a termination other than for cause, FSG shall be entitled to fees for all services provided up until the effective date of the termination, for all costs incurred through that date, and for reasonable expenses we incur, if any, to collect amounts due to us.

This Agreement shall be governed by the laws of the State of California. Any controversy, dispute, or claim, which cannot be resolved through negotiation, other than for the collection of unpaid fees or expenses, arising out of, in connection with, or in relation to the interpretation, performance, or breach of this Agreement, including any claim based on contract, tort, or statute, shall be resolved at the request of any party to this Agreement, by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Any such arbitration shall take place in San Francisco, California unless both parties to this Agreement agree to an alternative location. The prevailing party shall be entitled to reasonable attorneys’ fees and costs incurred in enforcing this Agreement through arbitration or otherwise and reasonable fees and costs incurred in appealing or enforcing any judgment entered by the arbitrator in any court having jurisdiction.

FSG’s total liability relating to any engagement will in no event exceed an amount equal to the fees we receive for the phase of the engagement giving rise to liability. FSG will not be liable for exemplary, special, indirect, consequential, or incidental losses or damages of any kind or nature, including but not limited to lost profits or lost business opportunities.