E-commerce Business Report

E-COMMERCE BUSINESS REPORT AGREEMENT

This E-commerce Business Report Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client operates an online retail business and requires a comprehensive business report analyzing sales performance, product metrics, traffic and operational issues; and

WHEREAS, Consultant provides e-commerce analysis, reporting and advisory services and has represented that Consultant has the expertise, personnel and systems necessary to prepare such report; and

WHEREAS, Client desires to engage Consultant, and Consultant agrees to prepare and deliver an E-commerce Business Report in accordance with the terms and conditions set forth in this Agreement.

Scope of Work

Consultant shall perform the services described below and deliverables shall conform to industry standards for e-commerce analysis. Consultant will materially perform the following tasks during the Term.

Deliverables

Consultant will provide the following deliverables in electronic format unless otherwise agreed in writing.

Payment Terms

Client shall pay Consultant the fees set forth below in consideration for the services and deliverables described in this Agreement.

Late Payment Fee: In the event Client fails to timely pay any undisputed amount due, Client shall pay a late fee of on the outstanding balance, compounded monthly to the extent permitted by law.

Term and Termination

Term: This Agreement shall commence on the Start Date and continue until completion of the Deliverables unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receiving written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, including business metrics, customer lists, pricing, product plans and analytic reports.

Obligations: Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect 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, and (c) not disclose Confidential Information to any third party except as expressly permitted in writing.

Exceptions: Confidential Information does not include information that is (i) generally available to the public other than by breach of this Agreement, (ii) rightfully known by Recipient without restriction prior to disclosure, or (iii) independently developed by Recipient without use of Discloser's Confidential Information.

Ownership and Use of Report

Consultant retains ownership of underlying methodologies, templates and tools used to prepare the Report. Upon full payment, Consultant grants Client a non-exclusive, non-transferable license to use the final E-commerce Business Report for Client's internal business purposes. Client shall not distribute, resell or otherwise make the Report available to third parties without Consultant's prior written consent.

Representations; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Consultant will perform services in a professional manner but does not guarantee specific revenue or sales improvements. Except for willful misconduct or gross negligence, Consultant's liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Consultant under this Agreement during the prior six (6) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including 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 understandings and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

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