Business Quota Document

BUSINESS QUOTA DOCUMENT

This Business Quota Document (the Agreement) is made effective as of Effective Date: by and between:

RECITALS

WHEREAS, Party A is engaged in the business of offering products and/or services as described below and desires to allocate and assign quota obligations and related reporting responsibilities to Party B;

WHEREAS, Party B has represented that it has the capability, personnel, and systems to satisfy the quota objectives and reporting obligations set forth in this Agreement;

WHEREAS, the parties wish to define the quota, measurement criteria, compensation and remedies applicable to the business activity described herein;

SCOPE OF WORK

The parties agree that Party B will perform the activities required to meet the quota described below and shall comply with the reporting and quality standards set forth in this Agreement.

QUOTA DETAILS & REPORTING

Measurement Period: Start — End

Party A has the right to review and audit records directly relating to quota performance. Audit allowed: — If audit performed, Party B shall produce supporting documentation within days of request.

PAYMENT TERMS

Compensation and payment for quota attainment shall be determined as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

Late fee for overdue payments: % per month and/or fixed late fee .

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party.

Termination for cause: either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information excludes information that: (a) is or becomes publicly available without breach; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient.

Recipient may disclose Confidential Information as required by law or valid legal process provided Recipient gives the Discloser prompt written notice of such requirement and cooperates to seek a protective order or other appropriate remedy. The obligations of confidentiality survive termination of this Agreement for a period of years.

REMEDIES FOR FAILURE TO MEET QUOTA

If Party B fails to meet the agreed quota for any measurement period, the following remedies shall apply unless the parties otherwise agree in writing: reduced commission or payment, temporary suspension of certain rights, requirement to implement corrective action plan, and potential termination for repeated failures. Parties may also agree to proportionate adjustment of payments based on achieved percentage of quota.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to principles of conflict of laws.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its 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.

Notices: All notices under this Agreement shall be in writing and sent to the addresses listed above or to such other address as a party may designate by notice to the other. Notices are effective upon receipt.

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