Month XX, XXXX

To:

From:

Subject:

Dear ______________:

[ACCOUNTING FIRM] (“we,” “us,” “our,” and “[ACCOUNTING FIRM]”) has been informed by insert full client name (the “Client”) that it wishes to share with insert recipient’s full name (“Recipient”) [ACCOUNTING FIRM]’ draft due diligence report and supporting schedules and analyses (the “[ACCOUNTING FIRM] Report”) regarding the Client and that it may wish [ACCOUNTING FIRM] to participate in discussions with Recipient about the [ACCOUNTING FIRM] Report and [ACCOUNTING FIRM]’ services (the “Discussions”).

Recipient agrees that (a) the [ACCOUNTING FIRM] Report was prepared for the Client, is focused on issues the Client has identified as being of particular interest to it, and is limited to information gathered through the procedures that the Client requested us to perform; (b) the procedures performed were undertaken as an advisory service to the Client and do not constitute an audit of the Client’s financial statements; (c) the [ACCOUNTING FIRM] Report is subject to many limitations and does not provide any form of assurance regarding the information discussed; and (d) [ACCOUNTING FIRM] has not performed due diligence procedures for any period subsequent to the date of the [ACCOUNTING FIRM] Report.

By executing this letter agreement, Recipient acknowledges that it understands and accepts the scope and limitations of the [ACCOUNTING FIRM] Report. Recipient further represents that it has performed or will perform its own due diligence inquiries and procedures for the purpose of satisfying itself regarding the financial condition and control environment of the Client and for all other purposes.

Recipient agrees that it will not share the [ACCOUNTING FIRM] Report or the information contained in the [ACCOUNTING FIRM] Report or the Discussions with anyone other than Recipient’s directors, officers, employees, or legal and professional advisors (each acting strictly in an advisory capacity) (collectively, “Representatives”) who, in each case, need to know its contents in order to evaluate the proposed transaction for Recipient, and who have agreed to be bound by the terms and conditions of this letter agreement to the same extent as Recipient.

Without limiting the foregoing, Recipient agrees that in no event will any Representatives be permitted to obtain access, directly or indirectly, to the [ACCOUNTING FIRM] Report, any information communicated by [ACCOUNTING FIRM] in the Discussions, or any portion of any thereof, in connection with functions concerning any fairness opinion, credit rating or credit enhancement, brokering or underwriting of any insurance, or financing (in the role of investor, agent, intermediary, underwriter, syndicator, lender or other similar capacity).