Business Feedback Document

BUSINESS FEEDBACK DOCUMENT

Effective Date:

Parties

RECITALS

WHEREAS, Provider: is engaged in the business of providing services, products, and business advisory; and

WHEREAS, Recipient: wishes to provide certain business performance observations, evaluations, and suggestions (collectively, "Feedback") to Provider and to document the terms on which such Feedback will be delivered and used; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. SCOPE OF WORK

Recipient shall prepare and submit written and/or verbal Feedback concerning Provider's operations, products, marketing, or internal processes as identified below. Feedback shall be delivered in accordance with the schedule and format set out in this Section.

Deliverables:

2. PAYMENT TERMS

In consideration for the Feedback and related deliverables, Provider shall pay Recipient the fees set forth below in accordance with this Section.

All payments are due within days of invoice unless otherwise agreed in writing. Provider is responsible for customary withholding taxes, if any.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party in connection with feedback or this Agreement, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party.

The Receiving Party shall (i) use Confidential Information solely for the purposes of performing this Agreement, (ii) restrict disclosure of Confidential Information to its employees, agents and contractors on a need-to-know basis and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

5. OWNERSHIP AND USE OF FEEDBACK

Unless the parties expressly agree otherwise in writing, Recipient hereby assigns to Provider all right, title and interest in and to any Feedback provided to Provider, including any suggestions, improvements, or derivative works, and Provider shall be free to use, reproduce, modify, publish and otherwise exploit such Feedback without restriction. Notwithstanding the foregoing, Recipient may retain non-identifying, aggregate metrics for internal business analytics provided they do not disclose Provider Confidential Information.

If the parties elect that Feedback remains the intellectual property of Recipient but licensed to Provider, indicate selection: License Feedback to Provider (check if applicable)

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Each party represents that it has the full right, power and authority to enter into this Agreement. Recipient represents that Feedback delivered is based on good faith observations and professional judgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER AND RECIPIENT EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DO NOT GUARANTEE ANY SPECIFIC OUTCOME FROM THE USE OF FEEDBACK.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence or for breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Provider to Recipient under this Agreement in the twelve (12) months preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether oral or written.

10. MISCELLANEOUS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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