Business Results Form

BUSINESS RESULTS FORM

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client Name: seeks professional services to measure, document, and validate specified business results; and

WHEREAS, Service Provider Name: represents that it has the requisite expertise, personnel, and systems to perform the measurement, analysis, and reporting described herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, performance metrics, timing, payment, confidentiality, and governing law applicable to the engagement in this Business Results Form (the "Form").

ENGAGEMENT IDENTIFIERS

SCOPE OF WORK

The Service Provider shall perform the activities, measurement, and reporting set forth below. All work shall be performed in a professional manner consistent with industry standards and the representations made by the Service Provider in connection with the engagement.

PERFORMANCE METRICS AND RESULTS

Results Reviewed By:    Review Date:

PAYMENT TERMS

Total Fee: $    Invoice Schedule:

Payment Terms: Invoices are due within calendar days of invoice date. Provider shall submit invoices identifying deliverables and metrics measured. Payment shall be made in lawful currency.

Late Payment Fee: Outstanding amounts bear interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this engagement for convenience upon written notice of to the other party. Termination for cause is permitted immediately upon material breach that is not cured within after written notice. Termination does not relieve Client of payment obligations for services performed and documented results through the effective termination date.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical, financial, and other information marked or identified as confidential or, by its nature, reasonably understood to be confidential. Each recipient shall (a) use the Confidential Information only to perform its obligations under this Form, (b) protect it with at least the same degree of care it uses for its own confidential information but not less than reasonable care, and (c) not disclose it to third parties except to employees, contractors, or advisors who have a need to know and who are bound to protect it. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by recipient; (ii) was in recipient's possession prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits. The aggregate liability of either party arising out of or related to this Form shall not exceed the total fees paid by Client to Provider under this Form during the twelve (12) months preceding the claim.

GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Form, together with any attachments and incorporated documents identified herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS

Each signatory below certifies that they are duly authorized to execute this Form on behalf of the party for which they sign and that the information and results reported herein are, to the best of their knowledge, accurate and complete as of the dates indicated.

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