Marketing Consultant Contract

Marketing Research Agreement

This Agreement is made , between , a corporation

organized and existing under the laws of the state of , with its principal office located at , referred to herein as Manufacturer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Consultant.

WHEREAS, Manufacturer is presently planning the design and development of a new product; and

WHEREAS, Manufacturer desires to have the marketing potential for the new product analyzed and determined by a marketing research firm; and

WHEREAS, Consultant is a marketing research firm desiring to perform the product survey;

NOW, THEREFORE, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

I. Product Identification. Manufacturer is planning the design and development of a biotech product called , to be used for , hereinafter called the Product. The Product is within the line of products that Manufacturer presently markets, but represents a significant advancement in the state of the art and techniques to be used by Manufacturer. Manufacturer desires to determine the projected degree of public acceptance and use of the Product prior to making the financial investment necessary to redesign manufacturing facilities and to establish a new marketing and sales program. Consultant shall conduct all negotiations and liaison with, and reporting to, Manufacturer directly through a representative (the Representative) who shall be identified to Consultant in writing on or before .

II. Objective of Project. Consultant proposes to conduct a survey of projected consumers to gauge the acceptability of the Product if the Product is made available for public consumption. Consultant shall collect, organize, and analyze the necessary data to conduct a Product Development Survey of a representative sample of the consuming public. Consultant shall interpret and present the results, reflecting the sample size and test area, and shall aid Manufacturer in applying the obtained results to the specific objective of assisting in formulating a decision to proceed with, or refrain from, the manufacture of the new Product.

III. Procedural Planning.

A. Consultant proposes that consumer reaction be measured by the use of a questionnaire. The questionnaire shall be designed by Consultant, and the questions would be so constructed as to obtain information from the consumer relative to areas of policy, product, market, and methods to be used by Manufacturer.

B. Policy questions shall be designed to generate information pertaining to pricing, credit, discounts, inventory, and turnover of the Product based on indicated public acceptance. Product questions shall be designed to generate information pertaining to the public's needs and tastes, to the competition's advantages and disadvantages, and to possible alterations or additions suggested by public reaction.

C. Marketing questions shall include questions relative to determination of the composition of the purchasing segment of the public, including geographical, age, sex, and income considerations, and the activities of all competitors in the field. Methods questions shall determine sales, advertising, service, and marketing techniques.

D. Consultant shall be responsible for the selection, training, and supervision of all survey personnel to be used by Consultant, and any increase in staff necessitated by the scope of the project shall be minimized by Consultant. Consultant proposes to obtain samples, to be selected randomly by use of . Sampling shall commence days after authorization from Manufacturer to proceed, and shall be completed within days after commencement of sampling. Sampling shall be conducted over a consumer area described as follows:

IV. Compensation. In consideration of performance of this Agreement, Manufacturer will pay Consultant $ on completion of the work. Consultant agrees that such sum shall be full compensation for all services under this Agreement. As an independent contractor, Consultant will pay all expenses in connection with this Agreement, and Manufacturer will not incur any indebtedness on behalf of Consultant in connection with expenses resulting from this Agreement.

V. Data Collection Sources. The data essential to a compilation of consumer attitudes shall be collected by Consultant from general field research by use of the questionnaire form and follow up of nonresponsive contacts, statistical review and analysis of reported results, and collaboration with , a source having performed similar surveys currently documented and presently available to the public.

VI. Data Collection Methods. Preliminary testing of the effectiveness of the questionnaire and the training of Consultant's personnel shall be conducted by Consultant commencing , for a period of days. Consultant shall then have days within which to revise the questionnaire form and provide supplementary training to personnel if required. Collection of data will commence on , and Consultant shall supervise all collection efforts including all field work. Consultant shall also inspect and edit all data collected from the field, as it is received.

VII. Organization of Data.

A. Consultant shall organize the collected data, enabling Consultant to extract and interpret desired results from the data. The data shall be examined to select only that information relative to the specific objective of the survey. Consultant shall examine all collected data for relevance, reliability, and practicability, and only use that data meeting these three criteria for the presentation to be made to Manufacturer. Consultant shall classify and arrange all data to be used for the presentation to Manufacturer in a manner to facilitate interpretation of the data by Manufacturer.

B. Consultant shall analyze the data to determine any relationships between the data obtained, such as trends, and shall apply statistical techniques to the analysis to verify the authenticity and accuracy of the analysis. Any relevant issues developed as a result of the survey shall be included in the presentation, even if they were not originally projected or anticipated as a Product of the survey.

C. Consultant shall be responsible for selecting the specific data to be included in the final presentation and for developing a listing of all sources, authorities, and references used by Consultant in arriving at stated conclusions.

VII. Independent Contractor. Nothing herein shall be construed to create an employer-employee relationship between the Manufacturer and Consultant. Consultant is an independent contractor and not an employee of the Manufacturer or any of its subsidiaries or affiliates. The consideration set forth in Section IV shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Manufacturer will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. It is further understood that Consultant is free to contract for similar services to be performed for other manufacturers while under contract with Manufacturer.

IX. Interpretation of Data. Consultant shall determine the quantitative and qualitative significance of the data collected, establish tentative conclusions by direct and correlative studies, test the feasibility and accuracy of the tentative conclusions by reviewing all data and alternatives, and establish final conclusions based on interpretation of all of the above considerations.

X. Presentation of Results. Consultant shall be responsible for a determination of the method of presentation of survey results, for the preparation and accuracy of the final report, and for the presentation of the report, which shall be done in conjunction with an oral presentation of the interpretation of the results. The presentation to Manufacturer or its Representative shall not be made any later than , and an additional presentation to Manufacturer may be scheduled within days, at the discretion of Representative.

XI. Application of Results. Consultant shall assist Manufacturer or Representative in applying the specific data and conclusions reached by Consultant to the specific objective of deciding whether to proceed with manufacture of the Product. This assistance will be available at the time of the presentation of the survey results.

XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XVII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XXI.. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XXII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

XXIII. Noncompetition. On termination of this Agreement, Consultant agrees that it will not own or operate (directly or indirectly) a business planning the design and development of a biotech product within a radius of miles from the principal place of business of Manufacturer, for a period of years. Consultant agrees that this noncompetition section is necessary to protect the Business of the Manufacturer, and that Consultant's violation of this section would result in irreparable harm to the Manufacturer. If Consultant breaches this section, Manufacturer shall be entitled to injunctive relief in addition to any other remedies legally available. This section shall survive termination of this Agreement.

XXIV. Trade Secrets. Consultant agrees not to disclose to any person or entity any trade secrets as defined in the Uniform Trade Secrets Act, including, but not limited to, information regarding the business of Manufacturer, including its customers, products, prices, and manner of operations, without first obtaining the written consent of Manufacturer. If Consultant breaches this section, Manufacturer shall be entitled, among other remedies, to injunctive relief prohibiting Consultant from disclosing such information. This section shall survive termination of this Agreement.

XXV. Confidentiality. Consultant agrees that: (i) all knowledge and information that Consultant may receive from Manufacturer, from its Consultants or other consultants of Manufacturer, or by virtue of the performance of services under and pursuant to this Agreement, relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Manufacturer; including its customers, products, prices, and manner of operations, and (ii) all information provided by Consultant to Manufacturer in reports of work done, together with any other information acquired by or as direct result of employment as a Consultant by Manufacturer, shall be regarded by Consultant as strictly confidential and held by Consultant in confidence, and solely for the benefit and use of Manufacturer, and shall not be used by Consultant or directly or indirectly disclosed by Consultant to any person whatsoever except to Manufacturer or with prior written permission of Manufacturer.

WITNESS our signatures as of the day and date first above stated.