Business Services Shopper World Off

Business Services Agreement — Shopper World Off

This Business Services Agreement (the Agreement) is entered into by and between the parties identified below on the Effective Date. Service Provider: , Address: . Client: , Address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services including market research, shopper engagement programs, and related operational support; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client and Service Provider has agreed to provide such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations, and other terms governing the relationship between them.

EFFECTIVE DATE

Effective Date: , .

SCOPE OF WORK

Service Provider shall provide the services described below in a professional and workmanlike manner in accordance with industry standards. The parties may attach a statement of work if required; any such statement of work shall be governed by the terms of this Agreement.

PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of invoice receipt. Overdue amounts shall accrue interest at % per month (or the maximum rate permitted by law, if lower) after days from the invoice due date. Client shall also reimburse reasonable costs of collection for delinquent amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date: , . End Date: , .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) that is designated as confidential or that, under the circumstances, would reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, trade secrets, pricing, reports, and proprietary methodologies.

Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose 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 in this Agreement. Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) was in Recipient's lawful possession prior to disclosure by Discloser, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of years.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, in no event shall either party be liable to the other for indirect, incidental, consequential, punitive or special damages, including lost profits, whether based in contract, tort or any other legal theory. The aggregate liability of either party for damages arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any written statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder. The waiver of any breach shall not be deemed a waiver of any subsequent breach.

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