Business Goals Document

BUSINESS GOALS DOCUMENT

This Business Goals Document (the "Agreement") is entered into as of between the parties identified below for the purpose of defining, documenting, and committing to strategic business goals, metrics, responsibilities, timelines, and related commercial terms.

WHEREAS

WHEREAS, Party A: with principal address at (hereinafter "Party A") has expertise, resources, or services relevant to the achievement of the business goals described herein;

WHEREAS, Party B: with principal address at (hereinafter "Party B") desires to establish measurable goals, accountabilities and payment terms to achieve agreed outcomes; and

WHEREAS, the parties wish to set forth the scope of work, deliverables, performance metrics, and administrative terms that will govern their collaboration.

OBJECTIVES

KEY PERFORMANCE INDICATORS (KPIs)

KPI 1: — Target: — Measurement Frequency:

KPI 2: — Target: — Measurement Frequency:

MILESTONES & TIMELINE

RESPONSIBILITIES

SCOPE OF WORK

PAYMENT TERMS

Total Fee/Project Budget: $. Payment shall be made as follows:

Late Payment: Amounts not paid within days of due date shall incur a late fee of per month, compounded monthly, or the maximum permitted by applicable law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit access to Confidential Information to employees, contractors or agents with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully known by the receiving party prior to disclosure; or (iii) was independently developed without use of Confidential Information. Upon termination, each party shall return or destroy the other party's Confidential Information upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any appendices, exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, both oral and written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MODIFICATIONS; REVIEW

APPROVALS AND ACKNOWLEDGMENTS

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the parties identified and that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.

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