Business Reporting Document

BUSINESS REPORTING DOCUMENT

Parties and Effective Date

Effective Date: .

Recitals

WHEREAS, Client wishes to obtain periodic business reports, analyses and related deliverables concerning Client's operations, financial performance and other metrics as set forth in this Business Reporting Document; and

WHEREAS, Service Provider possesses the personnel, systems and technical capability to prepare, deliver and maintain such reports under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, delivery, payment and confidentiality of the Reports.

Scope of Work

Service Provider shall prepare and deliver to Client the reports, analyses and supporting materials described below in accordance with the schedule and specifications in this Agreement. Service Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

Reporting Frequency: Monthly Quarterly Annually Other:

Delivery Method: Email Secure portal Physical copy

Payment Terms

Client shall pay Service Provider the fees for Services as set forth below. Fees are due in accordance with the Payment Schedule. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Term and Termination

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

Start Date:    End Date:

Confidentiality

Each party (the "Recipient" in respect of information received) shall hold in confidence and not disclose to any third party any Confidential Information of the other party except to the extent necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business or technical information disclosed in connection with this Agreement, whether oral, written or electronic, and includes Client data, report content, pricing and methodologies. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already in the legitimate possession of the Recipient prior to disclosure by the Discloser; (c) is obtained by the Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without reliance on Confidential Information.

The Recipient shall use at least the same degree of care in protecting the Discloser's Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Upon termination or expiration of this Agreement, the Recipient shall return or certify destruction of Confidential Information as requested by the Discloser, except to the extent retention is required by applicable law or needed for the Recipient's internal compliance records.

Data Ownership and Use

Client retains all right, title and interest in and to Client data provided to Service Provider for purposes of producing the Reports. Service Provider shall have a nonexclusive, limited license to use Client data solely to perform the Services described in this Agreement. Service Provider may not sell or transfer Client's identifiable data to third parties. Service Provider may use aggregated, de-identified data derived from multiple clients for internal analytics and improvement of services provided such use does not permit re-identification of Client or its customers.

Audit Rights

Client shall have the right, upon reasonable prior notice, to audit Service Provider's performance of its obligations with respect to the Reports and the handling of Client Confidential Information. Audits shall be conducted during normal business hours and in a manner designed to minimize disruption to Service Provider's business. Any access to personally identifiable information or Confidential Information during an audit shall be subject to Service Provider's confidentiality obligations.

Representations; Indemnification

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider agrees to indemnify and hold Client harmless from and against any losses, liabilities, costs and expenses arising from Service Provider's breach of its obligations under this Agreement, including breaches of confidentiality, negligent performance or willful misconduct.

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 law principles. The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved, the parties agree that disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including any attachments and exhibits 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience of reference only and shall not affect interpretation.

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