Market Conditions Report

Market Conditions Report and Consulting Agreement

Parties and Effective Date

This Market Conditions Report and Consulting Agreement (the "Agreement") is entered into by and between:

Effective Date:

Recitals

WHEREAS, the Consultant is engaged in the business of providing market analysis, data synthesis, and advisory services relating to industry conditions, pricing, demand drivers, and competitive landscapes; and

WHEREAS, the Client desires to obtain from the Consultant a Market Conditions Report and accompanying advisory services as described in this Agreement, and the Consultant is willing to prepare and deliver such report subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the scope, deliverables, compensation, confidentiality obligations, and other material terms governing the Consultant's engagement.

Scope of Work

The Consultant shall prepare a Market Conditions Report addressing the items below and perform advisory services reasonably necessary to support the report. The report shall be delivered in electronic format unless otherwise agreed in writing.

Report Sections and Inputs

Payment Terms

Client shall pay the Consultant for services rendered in accordance with the terms below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall incur interest at the rate of on the outstanding balance, plus any reasonable collection costs. Consultant shall invoice Client and Client shall pay invoices within days of invoice date.

Term and Termination

This Agreement commences on the Effective Date and continues through the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party upon days' prior written notice, provided that the breaching party fails to cure within the stated notice period. Upon termination, Client shall pay Consultant for services performed and expenses incurred through the effective date of termination.

Confidentiality

The parties acknowledge that during the course of the engagement each may disclose Confidential Information to the other. "Confidential Information" means nonpublic information disclosed in connection with this Agreement that is designated confidential or that, by its nature, a reasonable person would consider confidential. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party; (b) is already known to the receiving party prior to disclosure by the disclosing party; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations or exercise rights under this Agreement, and (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

By checking this box the signing representative confirms that the party has read and agrees to the confidentiality obligations set forth above.

Deliverables and Acceptance

Deliverables shall include the Market Conditions Report and any agreed appendices. Client will have business days following delivery to review and either accept deliverables or provide written comments. Acceptance shall not be unreasonably withheld.

Representations and Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Consultant warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, including all exhibits and completed scopes of work 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, proposals, negotiations and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Attachments and Supporting Data

Certifications

The undersigned representatives certify that they are authorized to bind their respective parties to this Agreement and that the information provided in the Market Conditions Report is, to the best of the Consultant's knowledge, accurate as of the date of delivery subject to the limitations and assumptions set forth herein.

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