Business Performance Q3 Report

BUSINESS PERFORMANCE Q3 REPORT AGREEMENT

RECITALS

WHEREAS, the entity identified as Company Name: (the "Company") seeks a comprehensive third-quarter business performance report; and

WHEREAS, the entity identified as Service Provider Name: (the "Service Provider") represents that it has experience and resources to prepare and deliver such report in accordance with the terms below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Service Provider (each a "Party" and together the "Parties") agree as follows.

PARTIES AND CONTACTS

SCOPE OF WORK

The Service Provider shall compile, analyze and deliver a written Business Performance Q3 Report for the Company covering financial, operational and market performance for the third fiscal quarter. Deliverables will include executive summary, KPI analysis, variance explanations, financial summary, and recommended actions as further described below.

EXECUTIVE SUMMARY (TO BE COMPLETED BY SERVICE PROVIDER)

KEY PERFORMANCE INDICATORS

KPI 1 Name:    Target:    Actual:

KPI 2 Name:    Target:    Actual:

KPI 3 Name:    Target:    Actual:

PAYMENT TERMS

The Company shall pay the Service Provider the fees set forth below in consideration for the report deliverables and related services. All amounts are payable in United States dollars unless otherwise agreed in writing.

The Service Provider shall submit invoices in writing. Late payments shall accrue interest at the rate specified above, not to exceed the maximum rate permitted by applicable law. The Company may withhold undisputed portions of any invoice pending good-faith resolution of any disputed amount.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least Notice Period (days): days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured after thirty (30) days' written notice specifying the breach.

Upon termination, the Company shall pay the Service Provider for work performed and reasonable expenses incurred up to the effective date of termination, subject to any offsets for actual damages resulting from material breach.

CONFIDENTIALITY

Each Party acknowledges that it will have access to confidential business, financial and operational information of the other Party. The receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing Party's Confidential Information. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written attachments, schedules or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: The Service Provider is an independent contractor for all purposes and nothing in this Agreement will be construed to create an employer-employee, partnership, joint venture, or agency relationship between the Parties.

Remedies: The Parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that injunctive relief may be sought in addition to any other remedies available at law or equity.

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