Business Lens Document

BUSINESS LENS DOCUMENT

Effective Date:

Parties

Recitals

WHEREAS, Client engages Service Provider to perform business analysis, operational review and recommendations pursuant to the terms of this Business Lens Document; and

WHEREAS, Service Provider has represented that it possesses the requisite expertise, personnel and resources to evaluate Client's business processes and deliver findings, recommendations and implementation guidance as described herein; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms and confidentiality responsibilities in a written agreement.

Scope of Work

Service Provider will perform the following services (collectively, the "Services"). Deliverables shall include written reports, slide decks and recommended action plans. Specific tasks, milestones and acceptance criteria shall be as set forth below and in any appendices agreed in writing by the parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the fee schedule below. Unless otherwise stated, all amounts are in U.S. dollars and exclusive of applicable taxes.

Late Payment: Any undisputed amount not paid within the invoice terms shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until completion of the Services or the End Date below, unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Service Provider shall be entitled to payment for Services performed through the effective date of termination and for non-cancellable commitments made prior to termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information, data, materials or trade secrets of the other party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential Information does not include information that is (a) already lawfully known to the Receiving Party without restriction at the time of disclosure; (b) becomes publicly available other than through a breach of this Agreement; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information only for the purposes of performing under this Agreement and shall restrict access to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as permitted by law.

Representations; Warranties; Remedies

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality obligations. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration administered in that jurisdiction, unless the parties mutually agree otherwise in writing.

Assignment; Amendment; Severability

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by a written instrument 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.

Entire Agreement

This Agreement, including any schedules and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. All obligations that by their nature survive termination will survive.

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