Business Demand Program

BUSINESS DEMAND PROGRAM AGREEMENT

This Business Demand Program Agreement (the Agreement) is made effective as of the Effective Date set forth below by and between the following parties:

WHEREAS

WHEREAS, Service Provider is engaged in the business of designing, implementing and operating demand-generation programs for businesses and has the expertise and personnel necessary to implement the Business Demand Program described herein; and

WHEREAS, Client desires to retain Service Provider to operate a Business Demand Program to generate qualified leads, demand signals and related sales opportunities for Client in accordance with the scope and terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the services to be delivered, fees to be paid, performance metrics and the rights and obligations of the parties.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below (collectively, the Services). The Services shall include but are not limited to lead generation, demand qualification, campaign management, reporting and the other obligations described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in exchange for the Services. Unless otherwise stated, all amounts are stated in U.S. dollars and are exclusive of applicable taxes.

Invoices shall be submitted to Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Any undisputed amount not paid when due shall accrue a late fee of % per month, compounded monthly, or the maximum lawful rate if less.

Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with the Services. All payments are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date: Day Month Year

End Date: Day Month Year

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter (or longer as required by applicable law with respect to personally identifiable information), each party shall hold in confidence and not disclose any Confidential Information of the other party. "Confidential Information" means non-public information that is designated confidential or that reasonably should be understood to be confidential, including trade secrets, pricing, business plans, customer lists and data, campaign performance data and technical information.

The receiving party shall (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors and advisors who need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use at least reasonable care to protect Confidential Information. Confidential Information shall not include information that the receiving party can demonstrate (i) is or becomes publicly known through no breach of this Agreement; (ii) was lawfully in its possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Except as expressly set forth below, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider hereby grants Client a nonexclusive, worldwide, royalty-free license to use deliverables specifically identified as Client deliverables for Client's internal business purposes. Notwithstanding the foregoing, Service Provider shall retain ownership of any tools, methodologies, know-how, templates, algorithms and software developed or used by Service Provider prior to or independent of this Agreement.

AUDIT AND REPORTING RIGHTS

Client shall be entitled to receive the reports set forth in the Scope of Work. Client may, upon reasonable prior notice and during normal business hours, audit Service Provider's compliance with the measurement and reporting obligations set forth herein. Such audits shall be limited to records directly related to the Services and shall be conducted at Client's expense, except that if an audit reveals a material underreporting of fees by Service Provider, Service Provider shall reimburse Client for the reasonable cost of the audit and pay the underreported amounts plus interest at the rate specified in Payment Terms.

INDEMNIFICATION

Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Indemnitor's gross negligence or willful misconduct, (b) Indemnitor's breach of its representations, warranties or obligations under this Agreement, or (c) use of the deliverables in a manner not authorized by this Agreement. The Indemnitee shall promptly notify the Indemnitor of any claim and cooperate in its defense; failure to provide prompt notice shall not relieve the Indemnitor except to the extent materially prejudiced thereby.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and each party hereby submits to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the mail with postage prepaid, or one (1) business day after delivery to a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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