Reporting Responsibilities Document

REPORTING RESPONSIBILITIES DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Client engages Contractor to prepare, collect and deliver specified reports and supporting documentation concerning the matters set forth in this Agreement; and

WHEREAS, Contractor possesses the personnel, systems and expertise necessary to prepare and deliver periodic and ad hoc reports in accordance with Client requirements; and

WHEREAS, the parties desire to define the responsibilities, schedules, format, confidentiality and compensation applicable to the reporting services to ensure timely and auditable delivery of information.

Scope of Reporting Responsibilities

Contractor shall prepare, compile and deliver the reports described below (each a "Report") in the format and on the schedule set forth in this Agreement. Reports shall accurately reflect the information available to Contractor and shall be delivered to the designated Client recipient(s).

Reporting Requirements and Schedule

Report Types (select applicable and specify cadence):

Delivery Method and Format:

Designated Recipient(s):

Data Accuracy and Supporting Documentation: Contractor shall retain documentation supporting each Report for a period of and shall provide such documentation to Client upon reasonable request within business days.

Payment Terms

In consideration for the reporting services described herein, Client shall pay Contractor the amounts and on the schedule set forth below.

Late Fee: Amounts not paid when due shall incur a late fee equal to per month on the unpaid balance, or the maximum permitted by law if lower.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after written notice.

Upon termination, Contractor shall deliver all completed Reports and work-in-progress to Client and shall provide reasonable assistance to effect an orderly transition. Client shall pay Contractor for all services performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" shall mean nonpublic information disclosed in connection with this Agreement, including Reports, underlying data, analyses, methodologies and client lists. Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) disclose Confidential Information only to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) was known to the receiving party without restriction prior to receipt from the disclosing party; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Compliance; Audit Rights

Contractor shall perform all reporting obligations in compliance with applicable laws, regulations and industry standards. Client shall have the right, upon reasonable notice and during normal business hours, to audit Contractor's records relevant to the Reports and Contractor's performance under this Agreement; such audits shall be conducted no more than once per calendar year unless reasonable cause exists.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedy available at law or in equity.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for incidental, consequential or punitive damages. The total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the amounts paid or payable to Contractor under this Agreement during the preceding twelve (12) month period.

Entire Agreement

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to a reputable overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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