GA ADVISORY & VALUATION SERVICES, LLC

GA ADVISORY & VALUATION SERVICES, LLC

GENERAL TERMS AND CONDITIONS - FAMILY LAW

These General Terms and Conditions (these "Terms") are hereby incorporated into the letter Agreement to which they are attached (together, this "Agreement") and shall prevail in the event of conflict between the letter Agreement and these Terms. Capitalized terms not defined in these Terms shall have the meaning set forth in the letter Agreement.

Section 1. Billing. All amounts invoiced are not contingent upon the outcome of any case or matter or the analytical conclusions set forth in any reports, opinions, schedules, or other work product. GA's fees are exclusive of taxes and similar charges.

Section 2. Relationship of the Parties. The parties intend that an independent contractor relationship will be created by this Agreement; nothing in this Agreement is intended, or shall be deemed or construed, to create a fiduciary or agency relationship between GA, Counsel, and the Client or their respective directors.

Section 3. Confidentiality. GA shall use reasonable efforts to protect and keep confidential (i) information identified as confidential provided during the course of the engagement that is not available from any other source, and (ii) information that is classified as confidential or private by applicable law or regulation ("Confidential Information"). By signing this Agreement, Counsel and the Client authorize GA to disclose Confidential Information that GA reasonably believes is required by law or any regulatory requirement or authority, to clear client conflicts and to its affiliates and its and their respective directors, officers, members, managers, agents, employees, representatives, independent contractors, consultants, advisors, professionals, successors and assigns ("Representatives") in connection with the performance of GA's obligations and assignments under this Agreement. GA's obligations under this Section 3 shall survive for a period of one (1) year from the date of this Agreement. To the extent that the parties have entered into a separate confidentiality agreement or non-disclosure agreement, the terms of such agreement shall control.

Counsel and the Client acknowledge that the report and any memos, data, valuations, or other documents prepared by GA ("GA Work Product"), and the terms of this Agreement, are confidential, and all information generated by GA during this engagement is intended solely for the benefit and use of Counsel and the Client. No other party may rely on the GA Work Product and no such information shall be used for any purpose other than as set forth in the Agreement without GA's prior written approval.

Section 4. Framework of the Engagement; No Attest or Public Accounting Services. Counsel and the Client acknowledge that it is retaining GA solely to provide the Services described in this Agreement. The Services provided under this Agreement consist solely of valuation, financial advisory, forensic, litigation support, transaction support, consulting, analytical, administrative, and other non-attest services. GA is not engaged as an independent auditor, certified public accountant, or public accounting firm in connection with this engagement and will not perform any audit, review, compilation, examination, agreed-upon procedures engagement, or other service requiring the provision of assurance regarding financial information.

GA may analyze financial information, accounting records, business operations, damages, valuation matters, transaction-related matters, fraud indicators, and other financial or business information, and may prepare reports, models, analyses, valuations, opinions, conclusions, expert reports, presentations, and similar work product. Such activities are performed solely in connection with the Services and are not intended to constitute, and shall not be construed as, an audit, review, compilation, examination, or any engagement in which GA is asked to independently verify, validate, or provide assurance regarding financial information.

Any analyses, valuations, reports, opinions, conclusions, or other deliverables prepared by GA are based on information provided by the Client and other sources deemed relevant by GA. Unless expressly stated otherwise, GA does not independently verify such information. No deliverable shall be construed as an audit opinion, certification, or other assurance regarding the accuracy, completeness, fairness, or conformity of any financial information with GAAP or other accounting standards, and such deliverables should not be relied upon as audited, reviewed, compiled, certified, or otherwise assured financial information.

Certain personnel performing the Services may hold CPA licenses or other accounting credentials. Such credentials do not alter the nature or scope of the Services, and no Service or deliverable shall be deemed a public accounting, audit, review, compilation, examination, or assurance engagement solely because a licensed accountant participates in the engagement.

To the extent the Client requires audit, review, compilation, assurance, tax compliance, tax representation, or other services requiring CPA licensure or engagement by a licensed public accounting firm, such services must be obtained pursuant to a separate engagement with an appropriately licensed provider.

Counsel and the Client acknowledge that, by its very nature, litigation support work cannot be regarded as an exact science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual and subjective judgment.

The accuracy of the Services and any GA Work Product will be based on the information that GA receives from the Client. GA will rely upon any data and documents provided by the Client without independent verification or confirmation thereof. In performing its services, GA will assume that all information provided by the Client is complete and accurate and GA makes no representations with respect to the accuracy or completeness of any information provided by and on behalf of the Client. GA assumes no responsibility to the extent that such information is incorrect, inaccurate or incomplete.

Section 5. Indemnification and Other Matters. The Client agrees to indemnify GA and its Representatives (collectively, the "Indemnified GA Parties"; each an "Indemnified GA Party") and to hold each of them harmless from and against all claims, demands, costs, expenses, liabilities or damages (including, without limitation, reasonable attorneys' fees and expenses and expenses of responding to third party discovery, attending depositions, or giving expert or other testimony) (collectively "Losses"), asserted against, resulting from (directly or indirectly), or related to this Agreement, except solely to the extent that such Losses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from GA's gross negligence or willful misconduct.

Section 6. Governing Law and Venue; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to choice of law or principles thereof. To the extent allowed by applicable law, any claims or causes of action arising out of, relating to, or in connection with this Agreement may only be brought in the state or federal courts located in Los Angeles County, CA, and the parties agree to submit to the exclusive personal jurisdiction of such courts. The parties hereby agree that any dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration under the Federal Arbitration Act in the venue stated above, before one arbitrator who is a retired judge. The arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures and JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The costs of arbitration, including the arbitrator's fees and administrative expenses, shall be paid as follows: fifty percent (50%) by the claimant(s) and fifty percent (50%) by the respondent(s), such that no side shall bear more than half the costs of the arbitration. The parties agree that discovery shall be limited to only one deposition on topics that are directly relevant to the services provided in connection with this Agreement. This clause, however, shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Section 7. Termination and Survival. This Agreement may be terminated at any time by written notice by one party to the other; provided, however, that notwithstanding such termination, GA will be entitled to prompt payment of any fees and expenses due under this Agreement (for fixed fee engagements, fees will be pro rata based on the amount of time spent and work completed). Sections 1, 3, 5, 6, 7, 8, 10, 11, 12 and 13 of these Terms shall survive the expiration or termination of this Agreement.

Section 8. LIMITATION OF LIABILITY. THE INDEMNIFIED GA PARTIES SHALL NOT BE LIABLE TO COUNSEL OR THE CLIENT, OR ANY PARTY ASSERTING CLAIMS ON BEHALF OF COUNSEL OR THE CLIENT EXCEPT FOR DIRECT DAMAGES FOUND IN A FINAL DETERMINATION TO BE THE DIRECT RESULT OF THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF GA OR ITS PERSONNEL. THE INDEMNIFIED GA PARTIES SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (I.E., LOST PROFITS) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, UNDER ANY CIRCUMSTANCES, EVEN IF THE INDEMNIFIED GA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INDEMNIFIED GA PARTIES' AGGREGATE LIABILITY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, IS LIMITED TO THE AMOUNT OF FEES PAID TO GA FOR SERVICES ON THIS ENGAGEMENT (THE "LIABILITY CAP"). UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE OF CLAIMS AGAINST THE INDEMNIFIED GA PARTIES PURSUANT TO THIS AGREEMENT EXCEED THE LIABILITY CAP. Counsel and the Client accepts and acknowledges that any legal proceedings arising from or in connection with this Agreement (or any variation or addition thereto) must be commenced within one (1) year from the date of GA's final invoice with respect to this engagement. Counsel and the Client agrees to not bring any action or claims relating to this Agreement against GA's employees personally.

Section 9. [Reserved]

Section 10. Publicity. Counsel and the Client agree that, when this engagement is completed, GA will have the right to disclose to any person that it provided services to Counsel and the Client or its affiliates and a general description of such services (e.g., reproduction of the hyperlink to its website), but shall not provide any other information about its involvement with Counsel and the Client.

Section 11. Intellectual Property. GA may use data, software, designs, utilities, tools, models, systems and other methodologies that it owns or licenses in preparing reports and performing the services described in this Agreement. Notwithstanding the delivery of the Report or other GA Work Product, GA shall retain all intellectual property rights in all such materials and working papers compiled (including improvements and knowledge gained while performing all services).

Section 12. Representations And Warranties: Each party represents and warrants that it is not an Excluded Provider. For purposes of this section, the term "Excluded Provider" means a person or entity that either (1) has been convicted of a crime related to health care, or (ii) is currently listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded programs (including without limitation federally funded health care programs such as Medicare and Medicaid). Any statements about compliance are based on the Client's or any relevant third-party representations. Client is responsible for investigating these compliance matters and making its own determination of their potential impact(s).

Section 13. HIPAA Requirements. Each party agrees to comply with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d ("HIPAA") and any current and future regulations promulgated thereunder including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the "Federal Privacy Regulations"), the federal security standards contained in 45 C.F.R. Part 142 (the "Federal Security Regulations"), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to herein as "HIPAA Requirements." GA agrees not to use or further disclose any Protected Health Information (as defined in Federal Privacy Regulations) or Individually Identifiable Health Information (as defined in 42 U.S.C. Section 1320d), other than as permitted by HIPAA Requirements and the terms of this Agreement. Each party will make its internal practices, books, and records relating to the use and disclosure of Protected Health Information available to the Secretary of Health and Human Services to the extent required for determining compliance with the Federal Privacy Regulations. Unless specifically requested by GA and reasonably necessary in the performance of the Services hereunder, Counsel and Client agree not to provide Individually Identifiable Health Information to GA.

Section 14. General. Notices required or permitted to be delivered under this Agreement shall be sent: (i) to GA: GA Advisory & Valuation Services, LLC; 2829 Townsgate Road, Suite 103; Westlake Village, CA 91361; Attention: General Counsel; Email: legal@gagroup.com; (ii) to the Counsel or the Client: same address to which this Agreement is addressed, Attention: General Counsel; and/or (iii) such other name or address as may be given in writing to the other party. All notices under this Agreement shall be sufficient only if delivered by overnight mail and deemed to be given only upon actual receipt. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder shall remain in full force and effect, and, to the fullest extent, the provisions of this Agreement shall be severable. This Agreement, including all exhibits and schedules (including this Schedule 1), contains the entire understanding of the parties relating to the services to be rendered by GA and supersedes any other communications, agreements, understandings, representations, or estimates among the parties with respect to such services.

No change, modification or alteration of this Agreement shall be effective unless in writing and signed by both parties. This Agreement shall inure to the sole and exclusive benefit of GA, Counsel, the Client and the Indemnified GA Parties and their respective successors and representatives. The obligations and liabilities under this Agreement shall be binding upon GA, Counsel, and the Client. This Agreement may be executed in two or more counterparts and may be delivered by electronic mail, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. No provision of this Agreement shall be interpreted in favor of, or against, any of the parties because any party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior drafts.