Business Reporting Agreement

BUSINESS REPORTING AGREEMENT

This Business Reporting Agreement (the Agreement) is entered into by and between Reporting Party Name: with principal place of business at Address: and Recipient Name: with principal place of business at Address: .

RECITALS

WHEREAS, the Reporting Party possesses business, financial and operational data and reporting capabilities relevant to Recipient's evaluation and oversight of certain business activities; and

WHEREAS, Recipient requires periodic reports, analytics and supporting information regarding specified business activities for performance monitoring, compliance and decision-making; and

WHEREAS, the parties desire to define the scope, timing, fees, confidentiality protections and other terms governing the preparation and delivery of such reports.

SCOPE OF WORK

Reporting Party will prepare, compile and deliver reports and supporting materials (Reports) described below. Reports shall include data, methodology, assumptions and any related commentary reasonably necessary for Recipient to understand and use the Reports.

Frequency:   Delivery Method: Electronic Hard copy   Format:

PAYMENT TERMS

Recipient shall pay Reporting Party for the Services as set forth below. All fees are exclusive of taxes, which are the responsibility of the paying party unless otherwise required by law.

Invoices shall be rendered in accordance with the Payment Schedule. Unless otherwise agreed in writing, Recipient shall pay undisputed invoices within days of receipt. Amounts unpaid after the due date shall accrue the Late Payment Fee specified above and interest to the maximum extent permitted by law.

TERM AND TERMINATION

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

Either party may terminate for convenience upon delivery of written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Recipient of its obligation to pay for Services rendered and reimbursable expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information excludes information that is (a) publicly available through no breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or valid order of a court or governmental authority, provided that the receiving party gives prompt notice and cooperates with the disclosing party to seek a protective order or other remedy.

The receiving party shall (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) restrict access to Confidential Information to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) promptly return or destroy Confidential Information upon written request of the disclosing party, except where retention is required by applicable law or internal record-keeping policies. Breach of this Section shall entitle the non-breaching party to injunctive and other equitable relief in addition to any other available remedies.

DELIVERY OF NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute is not resolved through negotiation within forty-five (45) days, either party may pursue any right or remedy available at law or in equity.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Assignment: Neither party may assign 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, sale of all or substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

Limitation of Liability: Except for liability arising from willful misconduct or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to liability.

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