Analyst Corps Services Agreement

ANALYST CORPS SERVICES AGREEMENT

Parties

This Analyst Corps Services Agreement (the Agreement) is entered into as of between:

Recitals

WHEREAS, Client requires analytical, research, and advisory services in connection with Client's business operations and strategic initiatives; and

WHEREAS, Provider possesses specialized personnel, methodologies and expertise that enable Provider to perform such analytical services for Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Provider shall perform the services described below (Services). Provider's performance shall conform to the specifications and schedule agreed by the parties in writing.

Deliverables shall be submitted in the format and to the contact identified below. Acceptance shall occur in writing within business days of delivery, subject to commercially reasonable correction by Provider of any identified defects.

Payment Terms

In consideration of the Services, Client shall pay Provider the fees set forth below in U.S. dollars and as provided in this section.

Payments are due within days of receipt of a correct invoice. Late payments shall bear interest at the lesser of the maximum permitted by law or percent per month (or the maximum lawful rate).

Term and Termination

This Agreement commences on the Start Date below and shall continue until the End Date below, unless earlier terminated pursuant to this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure a breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party agrees that all nonpublic information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure ("Confidential Information") shall be held in confidence and may not be disclosed to third parties except as expressly permitted herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through a disclosure by the receiving party in violation of this Agreement; (b) was already known to the receiving party at the time of disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Provider retains ownership of Provider's pre-existing methodologies, tools, know-how, and any general skills and experience. Client shall not assert ownership over Provider's underlying methodologies or general analytical tools.

Independent Contractor; Personnel

Provider is an independent contractor. Provider shall be responsible for the selection, direction and compensation of its personnel and subcontractors. Provider shall ensure that any subcontractor complies with the material terms of this Agreement. Provider shall be solely responsible for withholding and paying all employment-related taxes for its personnel.

Provider may engage subcontractors in connection with the Services provided that Provider remains liable for the subcontractor's performance and compliance with this Agreement.

Limitation of Liability; Indemnity

Except for willful misconduct or gross negligence, neither party shall be liable to the other for any consequential, incidental, indirect, special or punitive damages arising out of or related to this Agreement. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Each party shall indemnify the other against third-party claims arising from the indemnifying party's breach of this Agreement or its negligence in the performance of its obligations.

Insurance

Provider shall maintain at its own expense commercial general liability and professional liability insurance sufficient to cover Provider's obligations under this Agreement. Evidence of insurance shall be provided to Client upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of courts located in that State for purposes of any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work signed by the parties, contains the entire understanding of the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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