BEST CONSULTING, LLC

PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”) is entered into effective as of the (the “Effective Date”), by and between Best Consulting, LLC (“Supplier”) and (“Client”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client and Supplier hereby agree as follows: Nature and Scope. Client hereby agrees to retain Supplier to perform consulting services related to the selection of a Public Relations firm and the development of a Crisis Management Plan. Client recently had several customers report the contraction of salmonella as a result of food that was eaten at one of the Client’s establishments. Goals, Expectations, and Responsibilities. Supplier will evaluate and provide recommendations to several suitable Public Relations Firms. These evaluations will consist of interviewing and analyzing several firms and presenting the Client with the most appropriate options to select from. It will be up to the Client to make final decisions regarding the Public Relations Firm that is chosen and what level of engagement commences as a result of the Supplier’s findings. Client will also make final decisions regarding the design, development, and implementation of the crisis management plan. Client agrees to participate as requested in consulting activities. This includes calling meetings, providing meeting sites and amenities, and providing information requested by Consultant. Client's entire board will be involved in this process, not just the coordinator. Client will also be asked to duplicate, distribute and tally the results of a membership survey, to conduct leader interviews and to complete homework assignments.

Data Collection. Client hereby consents to the following data collection methods: * Research online and through informal channels of various PR Firms * One on one interviews with representatives of various PR Firms * One on one interviews with Owners, managers, staff, and customers * Surveys to be distributed and collected to managers, staff, and customers either via hard copy or electronically * Direct observation of the restaurants and the employees during a typical work day. * Review of internal records including but not limited to personnel records, department of health reports, sales reports, customer complaints, and inventory records. Access to People and Information. Client hereby agrees to allow Supplier access to all 25 Sabatino’s locations without limitation. Client also consents to the interviewing and surveying of management, personnel, owners, and customers of the Client. Support and Involvement from Others: Inside or Outside the System. For purposes described in this contact, the Client agrees to: * Review and approve this working contract * Send an e-mail to participating personnel of the Client communicating: the existence and need for this project along with its main features (purpose, objectives, timeframe, the level of their cooperation needed, time required, etc.); the Supplier joining the Client’s personnel at their restaurants and during workdays for purposes of observing their normal group process, our contacting the Client personnel for one-on-one interviews and surveys; the Supplier accessing and reviewing internal Client records * An introduction at the next Client meeting and an opportunity to answer any questions the Client’s personnel might have * An e-mail introduction of the survey to all the Client’s personnel (including purpose, objectives, deadline, the level of their cooperation needed, time required, etc.) * An e-mail reminder to the Client’s personnel to complete the survey Time Schedules. Generally, interviews of and survey distribution to Client management, personnel, owners and customers by the Supplier or Supplier agents may occur anytime on or after the date of this contract until the termination of the agreement. For planning purposes, we propose the following start and end dates: * One on one interviews with owners, managers, staff, and customers: To commence one week after this contract execution for a period of four weeks * Surveys to be distributed and collected to managers, staff, and customers either via hard copy or electronically: To commence three weeks after contract execution for a period of two weeks Progress Review Dates. The Supplier and Client agree to review progress of engagement on a weekly basis at minimum to ensure objectives of the project are being met. The Supplier agrees to summarize and review with the Client the results of interviews and surveys stated above after completed. Evaluation and Feedback Procedures. After reviewing interview and survey results, the Supplier and the Client agree to hold a feedback and action planning session. Fees and Expenses. Supplier shall be paid at a rate equal to the following scale based on resources used in the identified roles: Senior Consultant at the rate of $275 per hour. - The Senior Consultant(s) will perform the primary interviews with the owners, define the objectives of the engagement, provide oversight of all consulting staff utilized in the engagement, produce final documentation summarizing findings and agreed resolution to the stated objective. Senior Analyst at the rate of $150 per hour. - Senior Analysts will be utilized in data collection, executing surveys or standardized interview processes under the guidance of the Senior Consultant with the approval of the Client. These resources will be used when appropriate and effective to offer a cost savings to the Client in the execution of data collection tasks. The fees for all Services shall be not greater than the sum of (i) $______ in professional fees plus (ii) Supplier’s reasonable and customary out-of-pocket costs and expenses. On a bi-weekly basis, Supplier will present Client with an invoice for the fees and reasonable out-of-pocket expenses due and owing for the preceding period. Each invoice will be in a form acceptable to Client. Each invoice will provide enough detailed information, including identification of charges that are not subject to taxation, to allow Client to verify all fees and expenses and to satisfy Client’s internal accounting requirements. All payments will be made in U.S. Dollars. Client will pay all undisputed amounts on each invoice within thirty (30) days after Client’s receipt of an invoice which is correct and in proper form. Client will have no obligation to pay any charges or expenses that Supplier fails to invoice to Client within ninety (90) days after the charges or expenses were incurred. Client will reimburse Supplier for reasonable and actual (meaning without mark-up or administrative fee of any type whatsoever), pre-approved travel and other out-of-pocket expenses incurred by Supplier Personnel in connection with this Agreement. All requested reimbursements will be properly documented by Supplier through customary receipts or other appropriate documentation and will be made in accordance with the then-current Client travel and expense policy. Resources Required. The Client agrees to provide the Supplier with access to owner contact information, previous surveys, observation data, and any Client policy changes as it pertains to Supplier duties. Ownership of Data. The Supplier understands and acknowledges that the Client will be providing access to proprietary and valuable information that the Supplier might otherwise not receive. In addition, those parties also understand that should the Supplier, in the course of providing Services, invent or participate in inventing modifications or improvements to Client technology, the Client reasonably seeks to secure such improvements for its own use and practice.

Confidentiality. The Supplier acknowledges that the Client will provide it with information which may constitute confidential, non-public information concerning the Client. The Supplier agrees that it will maintain in confidence and will not disclose to any third party (unless compelled by law) or use for its own benefit (other than for performance of services under this Agreement) any confidential or proprietary information or other information disclosed to it by the Client. The Supplier further agrees to take reasonable precautions to prevent any unauthorized disclosure of any such information. The Supplier acknowledges that this obligation shall survive the termination of this Agreement for 1 year without regard to the reason for such termination. Upon termination of this Agreement or upon Client request the Supplier shall return immediately to Client all confidential information.

Termination. Either party may terminate this Agreement, in whole or in part, as of the date specified in a notice of termination if the other party materially breaches its obligations under this Agreement and does not cure that breach within thirty (30) days after receiving the non-breaching party's notice. Without limiting the foregoing, repeated breaches by Supplier of its duties or obligations under the Agreement or Supplier’s failure to achieve the service levels, if any, set forth under Exhibit A (in either case, even if cured) may be deemed a material breach of this Agreement by Client. Client may terminate this Agreement for convenience, in whole or in part, at any time and without liability. Upon termination, Client will receive a refund of all fees paid in advance for Services not yet provided by Supplier. Supplier shall be paid fees and expenses that have accrued and which are due and owing with respect to the Services up to the effective date of termination of this Agreement. In no event will Supplier’s costs include, and Supplier acknowledges that Client will not reimburse, unabsorbed overhead or anticipated profits. After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after termination or expiration will survive and continue in full force and effect. For example, the provisions protecting confidential information, personal information, privacy, permitting audits, intellectual property rights, requiring indemnification and setting forth limitations of liability each, by their nature, contemplate performance or observance after such expiration or termination shall survive such expiration or termination.

Material Changes in Scope. In the event changes are made to the scope of Services described above, then modifications to the professional fee maximum set forth above may be requested by Supplier provided however, that no modifications to the professional fee maximum set forth above shall be effective unless agreed to in writing by a responsible officer of Client. Written Confirmation of the Major Elements Section 22. Notice. Unless otherwise specified in this Agreement any notice or other communication permitted or required hereunder shall be in writing and provided to the respective parties as set forth below or to such other address as either party shall have theretofore designated by notice in writing. All written notices are to be in the form of registered mail, return receipt requested. All notice provided in accordance with this Section shall be deemed to have been given upon the date of delivery as indicated on the return registered mail receipt or in the case of hand delivery, upon the date actually received. If to Supplier, to:
Best Consulting, LLC.
123 Main Street
Chicago, Il. 60677
Attn:

If to Client, to:
[______________________
]
Attention: