Incentive Payment Receipt

INCENTIVE PAYMENT RECEIPT

Date of Receipt:    Location:

Parties

Recitals

WHEREAS, Payor and Recipient entered into certain obligations and performance targets under a separate agreement or arrangement pursuant to which Payor may pay incentives to Recipient for achieving specified metrics or milestones; and

WHEREAS, Recipient has satisfied the applicable performance criteria described in the applicable agreement or as set forth in the Scope of Work below, and Payor has agreed to disburse an incentive payment to Recipient to compensate for such performance; and

WHEREAS, the parties desire to document receipt, the effect of payment as a satisfaction of the specified incentive obligation, and certain terms governing confidentiality and governing law.

Scope of Work

Describe the performance, milestone, or deliverable for which this incentive payment is made:

Payment Terms and Receipt

Incentive Amount: $    Payment Method:

Payment Date:    Reference / Check No.:

Late Payment: In the event any installment of the incentive amount is not paid when due, Payor shall pay interest on the overdue amount at the rate of , or the maximum rate permitted by law, whichever is less.

Receipt and Release

Recipient hereby acknowledges receipt of the incentive payment described above in full satisfaction of the specific incentive obligation identified in the recitals and Scope of Work. Upon execution of this Incentive Payment Receipt by Recipient, Payor shall have no further obligation to pay any additional amount as an incentive for the performance described herein unless expressly agreed in writing by both parties.

Recipient represents and warrants that the amounts received are adequate and accepted in full settlement of the subject incentive, and Recipient releases Payor from any claims, liabilities or demands arising solely from the performance giving rise to this incentive, except for claims based on willful misconduct or fraud.

Term and Termination

This Incentive Payment Receipt is effective as of Start Date: and remains in effect through End Date: , unless earlier terminated as provided below.

Either party may terminate any further incentive obligations upon written notice to the other party delivered at least days prior to the effective termination date. Termination shall not affect Recipient's obligation to return any incentive improperly paid or amounts required by law.

Confidentiality

The parties agree that the terms, amounts, and conditions of this Incentive Payment Receipt are confidential information. Neither party shall disclose such information to any third party except as required by law, judicial order, or to their respective accountants, counsel and advisors who are bound by confidentiality obligations. The recipient of confidential information shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Governing Law

This Incentive Payment Receipt shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

Entire Agreement

This Incentive Payment Receipt, together with any referenced underlying agreement(s) expressly incorporated herein, constitutes the entire agreement between the parties with respect to the incentive payment described and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral, relating to such incentive.

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