This Business Services Engagement Agreement (this “Agreement”) is entered into as of today, (membership application submission date) and relates to the provision of certain services described below by SFMADE on behalf of Client.

1) The Services. SFMADE will provide Client with advice, suggestions and recommendations on business strategy which may include any (or none) of the following plus those additional services agreed to in writing by SFMADE (the “Services”):

• Business Planning
• Marketing Plan (Advertising and Marketing Assistance)
• Financial Projections / Analysis
• Loan packaging
• Lease Negotiation / Commercial Ownership
• Feasibility or Acquisition
• Bookkeeping / Budgeting/ Accounting
• Retail Merchandising
• Location/ Site Identification

2) WARRANTIES. SFMADE warrants that it shall use commercially reasonable efforts to provide the Services in conformance with generally accepted standards of good practice and all applicable laws, rules, and regulations. SFMADE MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITH RESPECT TO THE SUCCESS OR PROFITABILITY OF CLIENT’S BUSINESS.

3) LIMITATION OF LIABILITY. SFMADE WILL NOT BE LIABLE TO THE CLIENT FOR ANY DAMAGES TO CLIENT OR CLIENT’S BUSINESS INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. AS SUCH, SFMADE WILL NOT BE LIABLE TO THE CLIENT FOR LOSS OF REVENUE, PROFIT OR GOOD WILL NOR FOR INCREASED EXPENSES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.

 4) Independent Contractor. Client understands that the relationship between Client and SFMADE shall be strictly limited to the performance of the Services and the other obligations required hereunder and SFMADE and its employees will at all times remain an independent contractor of Client.

 5) Entire Agreement. This Agreement constitutes the entire agreement with respect to the engagement of SFMADE to provide the Services and supersedes any prior negotiations, understanding or agreements. Any modifications or amendments to this Agreement shall be in writing signed by each of the parties hereto.

 6) Governing Law. This Agreement shall be governed by laws of the State of California and the Special Conditions for Economic Development Services attached below.

 7) Confidentiality. SFMADE shall treat as confidential and proprietary and not disclose to others during or subsequent to the term of this Agreement, except as it is necessary to perform this Agreement, and then only on a confidential basis, any information that is designated confidential at the time divulged to SFMADE in the performance of this Agreement.