Business Tests Targets List

BUSINESS TESTS TARGETS LIST — BUSINESS TESTING AGREEMENT

This Business Tests Targets List Agreement (the "Agreement") is made effective as of (the "Effective Date"), by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client requires specified business testing services designed to measure performance against objective targets and criteria set forth in this Agreement; and

WHEREAS, Service Provider has represented that it has the requisite expertise, personnel, and methodology to perform such testing and to deliver reports and remediation recommendations in accordance with the Targets List and Scope of Work; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the business testing services described below and shall deliver deliverables that demonstrate conformance to the Targets List. Testing shall be conducted in a professional manner consistent with industry standards and the timelines set forth in this Agreement.

TARGETS LIST (TESTS)

The following table identifies individual tests, the measurable metric to be achieved, acceptance threshold, test method, and target completion date. Service Provider shall execute tests in conformity with these targets and shall provide supporting evidence for each completed target.

Additional targets may be appended as mutually agreed and appended to this Agreement as an addendum signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for performance of the Scope of Work and achievement of targets. Fees are exclusive of any taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule below, and Client shall pay each undisputed invoice within the number of days specified below.

TERM AND TERMINATION

The term of this Agreement shall begin on the date specified below and shall continue until the completion of the Scope of Work or termination in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience requires the delivering party to provide the notice period in advance and to pay for work performed up to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure. Each receiving party shall (i) use the Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to those employees, contractors, or agents with a need to know, and (iii) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to allow the disclosing party to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Targets List and any appendices or addenda signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

The parties warrant that they have the authority to enter into this Agreement and that the individuals executing this Agreement have been authorized to do so.

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