Annex Research Agreement for CMS

The copyright-protected information contained in the ANNEX BULLETINS is a component of the Comprehensive Market Service (CMS). It is intended for the exclusive use by those who have contracted for the entire CMS service. All on-line subscribers to Annex Research services must read and agree to the terms of the CMS Agreement.

ANNEX RESEARCH AGREEMENT

For Comprehensive Market Service (“CMS”)

(sections pertaining to use of on-line reports have been highlighted in red)

1. CMS Structure and Client Interfaces

The Comprehensive Market Service (CMS) CMS is a potpourri of personal executive consultations, on-site workshop(s), special Client marketing programs, and printed reports. CMS consists of a Basic CMS and optional features. The Basic CMS is a series of market intelligence functions specified below [Points (2.a) through (2.e)] which Annex will provide to the Client during the Term of this Agreement. These functions are not cumulative, i.e., they may not be transferred to another period if unused during the current Term. A description of the Optional Features is provided in Section 3.

Unless otherwise provided herein, the Client agrees to appoint up to two executives who will act as Client Interfaces (“CIs”). The CIs schedule the on-site workshop and select the Client staff who will attend it (see 2.a); the CIs receive the E-mail Annex Bulletins (see 2.e) and decide who else receives our regular Annex Bulletins, either in printed form, or by providing to the authorized Client personnel the User ID and Password to Annex’s confidential, Clients-only Web site (www.djurdjevic.com/clients/) which the CIs received from Annex (see 2.d and 2.e); they make the Executive Telephone Consultations (see 2.b).

2. Basic CMS Components

On-site Executive Workshop -- A half-day Executive Workshop on current and future macro trends in the information technology (IT) industry will be held by Annex once per term, at the Client’s option, as a part of the Basic CMS Service. The Client may optionally request additional on-site workshops on specific topics, at additional fees which will depend on the subjects and the scope of each project, and which Annex will quote upon receiving a specific Client’s request.

Executive Consultations -- As an Annex Research client, you will be entitled to unlimited personal telephone consultations with Bob Djurdjevic, a 30+-year veteran observer and analyst of the IT industry (see the enclosed bio). Our consultations are often proactive (we don't wait for the phone to ring; we call you if we think we have a good idea), and provide a unique dimension to our consulting service. Please check out some industry executives' quotes about this part of our service (see below).

Annex Bulletins are the principal Basic CMS printed reports. Our clients and the media tell us that Annex Bulletins are some of the IT industry’s most influential reports. They analyze complex domestic and international business issues and reduce them to actionable, easy-to-understand terms for top IT industry executives. Annex Bulletins don’t have a pre-set schedule. They are published either as major news breaks, or as Annex completes a research study.

e-mail Annex Bulletin alerts and Annex Newsflashes are pro-active Annex market intelligence functions that recognize that information can have a significant time value. Upon determining that a major NEW development has taken place, Annex communicates its findings and conclusions to the Client in a most expeditious manner. Such a notification usually takes the form of an e-mail Bulletin, or an Annex Bulletin or an Annex Newsflash -- posted at our Web site (www.djurdjevic.com).

License to Post Annex Bulletins on Client's "Intranet" -- Annex clients have the right to post Annex Bulletins to their interested employees via their "Intranet," subject to appropriate safeguards to ensure that our proprietary interests in this intellectual property are protected. Usually, this entails a written notice to your employees to that effect at the start of each Bulletin, including a provision that Annex Bulletins may not be copied or otherwise disseminated to people outside of your company, and the link (URL) to the original article. Annex Research will provide the exact wording for you.

Informal e-mail Posts -- Every so often we come up with unique information about the IT industry which is not only exclusive, but just cannot wait for the normal publishing cycle. When that happens, we will send special, informal e-mail advisories the moment we learn of a breaking news that could be important to you.

3. CMS Upgrades

The Client shall have the right to upgrade the CMS service by requesting additional Annex Bulletin recipients, either in printed form, or by on-line access the Web-based Annex Bulletins; or by increasing the number of CIs; or by requesting bids for special reports on a subject(s) of particular interest to the Client. This may be done at any time by a written notice to Annex specifying the services to be added. The Client agrees to pay to Annex the applicable additional fees as specified by Annex at the time the CMS upgrade takes place. No downgrades of the service may be made during the term of the CMS. No refunds will be made upon cancellation.

4. Term and Renewal

Starting on the Commencement Date, the Agreement for the CMS service will stay in effect for the Term, as specified on Annex’s invoice. Unless terminated by either Annex, or the Client upon a ninety (90) days prior written notice, this CMS Agreement will be considered renewed upon the Client’s payment of the applicable CMS fees.

5. Confidentiality of Information

All materials and information provided by Annex to the Client during the Term of the CMS are considered proprietary to Annex and are protected by copyright and/or other legal means. This information is intended for the sole use by the Client’s authorized personnel. Reproduction by any means is prohibited. The Client agrees to make best efforts to protect the confidentiality of, and Annex’s proprietary interest in, all information the Client receives during the CMS Term.

The Client’s CIs shall advise Annex in writing any time they add, change or remove a Client employee from the list authorized to access the Annex’s confidential, clients-only Web site (www.djurdjevic.com/clients/). Annex reserves the right to change the said Web site’s User ID and the Password at any time and without notice if Annex has reasons to believe some of the Client’s employees may be violating the confidentiality terms of this Agreement. Annex reserves the right to seek additional appropriate compensation for the business damages which Annex may have suffered as a result of such a breach of contract.

Any information or knowledge which Annex may acquire during the course of performing market intelligence or personal consulting work on behalf of the Client, except for the Client’s own confidential information, shall remain the property of Annex and may be used as a part of other general studies which Annex may undertake. Annex agrees to fully protect the confidentiality of the Client’s own information, provided such information is stipulated as “confidential” by the Client’s staff prior to its disclosure to Annex.

6. Limitation of Warranties

Information provided by Annex is based on sources believed to be reliable. However, Annex cannot guarantee its accuracy, nor will it accept any liability for the conclusions which the information helped formulate. Annex will make best efforts to verify the information before presenting it to the Client. But, it is the Client’s sole responsibility to form its own opinions based on all available sources, and therefore, enjoy the benefits and/or assume the risks of its decisions and actions.

7. Choice of Law

The Agreement for the CMS will be governed by the laws of the State of Arizona.

8. General Provisions

Time shall be of the essence of this agreement. All prices and rates quoted herein are in U.S. dollars. This agreement shall endure to the benefit of, and be binding upon the respective parties hereto, and their respective heirs, executors, administrators, successors and/or assigns, as the case may be. The APPENDIX-A, attached hereto, is an integral part of this Agreement.

9. Terms of Payment

The applicable CMS fees, as shown in APPENDIX-A are payable in full prior to commencement of the CMS.

ACCEPTED BY ACCEPTED BY

ANNEX RESEARCH, INC. ________________________________

(The Client)

BY ___________________________ BY _____________________________

(Authorized Signature) (Authorized Signature)

TITLE:_____________________ TITLE:_______________________

DATE:_____________________ DATE:_______________________

(NOTE: Invoices provided by Annex to the Client form an integral part of this Agreement).

If you agree with the terms of the above Agreement, and wish to subscribe to on-line editions of our reports, click on the "I Agree" buttons -- on either existing Annex Research client button, or on new client button, as appropriate:

(Existing) I AGREE I AGREE (New)

NOTE: Unless otherwise agreed to by Annex Research, your on-line access to Annex Bulletins will be enabled upon our receipt of your payment for this service.

Or if you prefer, you can print out, sign and fax or mail this form to the address shown below:

Bob Djurdjevic, President
Annex Research, Inc.
8183 E Mountain Spring Rd, Scottsdale, Arizona 85255
TEL/FAX: (602) 824-8111