WORK RESEARCH LIMITED

TERMS OF BUSINESS

Work Research Limited, an English company, (“we”) is pleased to set out the Terms of Business which will apply to the work we do for you. These Terms of Business together with the contents of any quotation (“Quotation”) on which our willingness to work is based (together “the Agreement”) form the contract between us. The Agreement will become binding upon your written acceptance of a Quotation. Quotations will remain open for acceptance for 30 days from the date of the Quotation unless extended by us or previously withdrawn.

1. Services

1.1 General - The Agreement establishes the general terms under which you will obtain from us, and we will provide to you, those services we have agreed to perform ("Services").

1.2 Quotation – The Services we will perform for you the client (“you”) are as set out in our Quotation and are subject to any special conditions specified in the Quotation. The Quotation will also set out the charges we propose to levy (“Charges”) for the Services we will render. A request to perform additional Services to those specified in the Quotation may result in additional Charge and could affect any time scale within which we have provisionally agreed to deliver Services.

1.3 Standard of Service – Services to be carried out by us will be effected with all reasonable skill and care in accordance with good industry practice.

1.4 Codes of Practice - We adhere to the principles set out in the International Chamber of Commerce and the World Association of Opinion and Marketing Research Professionals (ESOMAR) Code of Conduct in addition to all applicable local market research codes of conduct (ie. CASRO, MRS, CAMRO). In commissioning our Services, you are agreeing to be bound by the provisions of these professional codes to the extent applicable to you. Copies of the ESOMAR Code of Conduct can be found at http://www.esomar.org .

2. Charges and Payment

• Payment Basis – Unless otherwise stated in a Quotation,we will provide our Services on a time and materials basis. The Charges quoted will be levied at the rate specified in a Quotation. In addition, we will charge for travel time where applicable and for the reasonable out-of pocket expenses which we incur in carrying out the Services. Estimates of charges we may provide to you will be only estimates and shall not be contractually binding.

• Invoices - Invoices will be due and payable on receipt by you to the account specified on the invoice. In the event you have not settled an invoice within 30 days of the date of presentation we reserve the right to suspend performance of the Services and to charge interest on amounts overdue at a rate equal to 4% above the annual base rate of Barclays Bank plc as it may vary from time to time, from the date due to the date of actual payment under the terms of the Late Payment of Commercial Debts (Interest) Act 1998.

2.3 Taxes - Charges, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Agreement for which you are legally liable as well as Value Added Tax at the rate in force at the date the liability arises.

2.4 Exchange Rates – To the extent you have chosen to be billed in a currency other than pounds sterling if exchange rates fluctuate from any rates contained in a Quotation by more than 2% between the date of commencement of Services by us and the date of invoice we reserve the right to adjust our charges accordingly.

2.5 Adjustment of Charges - Where in-depth interviews or other studies are postponed or rescheduled by you or as a consequence of any reason beyond our reasonable control these may be subject to a charge to cover recruitment expenses and incentives payable to the respondents. In the event of cancellation or postponement of a research project once commissioned, we may levy a Charge to cover all work undertaken and commitments made up to the date of receipt of your formal written notification. Should you adopt our methodology and decide to carry out a survey with another supplier or by yourself, this shall constitute your acceptance of our proposal and we may invoice you and you shall be liable to pay us as if we had carried out the work with the full cost specified in any Quotation.

3. Data and Reports

3.1 Data (“Data”) contained in any report produced by us (“Report”) as part of the Services will constitute estimates derived from sample surveys carried out in accordance with accepted market research methods. Any such Data will be subject to limits of statistical error. In taking delivery of any report, you acknowledge and agree that:

(i) the Data contained in a Report should only be used or relied upon within the specific context of the study; and

(ii) any predictions or interpretations derived from the Data (whether the Report is prepared by us or by you) is intended only as a guide to assist you in arriving at a decision based on your own judgment.

• Data collected by us for you in providing the Services (excluding personal data) shall belong to you subject your having paid us all Charges due to us in respect of any Services undertaken for you. For the avoidance of doubt you agree that we shall be entitled to retain copies of such Data in order to comply with our document retention requirements and for the maintenance and development of our normative tables and databases.

• We will retain completed questionnaires for not less than one year before they are destroyed. Digital files (e.g. recorded verbatim responses) will normally be retained for three months before destruction. We shall have no responsibility for destruction of materials outside these time limits unless you have specifically asked us to preserve them. In accordance with ESOMAR practice, we may destroy materials earlier than indicated on giving you not less than one month’s prior written notice.

• You agree that (other than internally) you will not disclose the content of any Reports prepared for you or the detail of any Data therein to any third party without our prior written consent as to the mode and content of such disclosure. We will not unreasonably withhold our consent to any such request but in compliance with our ESOMAR obligations we reserve the right to require that such changes as are necessary are made to any publication of results so as to ensure its conformity to professional market research industry standards. To the extent any Data is published by you we shall be at liberty to make that data available to other parties.

• Intellectual Property Rights

• Work Research Limited shall retain all intellectual property rights (including copyright) in and to tabulations, questionnaires and other project documentation used in producing Reports including the format of such Reports.

• Our trademarks and trade names remain our exclusive property and may not be published, quoted or reproduced at any time without our express prior written permission.

• Any tools or software made available by us in the course of providing the Services are subject to a non-exclusive, royalty free non-transferable licence limiting your use of the same solely to the extent necessary to receive the benefit of the Services we have provided. Upon completion of the Services and delivery of any Report or other Data compiled in connection therewith you will forthwith cease using such tools or software and return to us all media on which such tools or software were provided. You agree in addition to delete (so far as is reasonably practical) all versions of the same on all computers servers and networks on which such versions or copies may have been used or stored.

5. Limitation of Liability

5.1 We will accept liability without limit for (i) death or personal injury caused by our negligence; (ii) any fraudulent pre-contractual misrepresentations made by us on which you can be shown to have relied; and (iii) any other liability which by law we cannot exclude. This does not in any way confer greater rights than you would otherwise have at law or in equity.

5.2 The Services are provided solely for your benefit and use. Save as provided above we accept no liability or responsibility to any third party who benefits from or uses any Report produced in the course of providing the Services. We make no warranty, either express or implied, as to results to be attained by you or others from the use of any Data in any Report or from any other aspect of the Services and do not give any express or implied warranty of their merchantability or fitness for any particular purpose or use.

• In no event shall we be liable for loss of profits or consequential or indirect losses of any kind or for any punitive, special or exemplary damages whether foreseeable or not and whether or not the party suffering the damage was or should have been aware or advised of the same.

• No action arising out of or pertaining to provision of the Services may be brought by you more than six (6) months after the cause of action has arisen.

• Without prejudice to any other provision hereof to the extent permissible by law, it is agreed that our liability for damages (if anything) shall not exceed an amount equivalent to the Charges paid or payable by you pursuant to the Agreement we have with you and that this shall be your sole remedy.

• You acknowledge that we will not be liable for any damage caused to your reputation or goodwill arising out of any inaccuracy, error or incompleteness in the Services we provide.

6 . Third Party Indemnity

You agree to indemnify us and to hold us harmless against all losses, claims, expenses, costs, liability and damages suffered or incurred by us in connection with any claim or action in consequence of:

• your providing any information to us (including, without limitation, client lists, customer telephone numbers, and other personal information) for our use in the course of providing the Services; or

• our following any of your instructions; or

• our use or demonstration of any goods or services at your request in the course of providing the Services.

7. Confidentiality

• We shall maintain the confidentiality of all your confidential information disclosed to us in the course or providing the Services in compliance with the confidentiality obligations required by ESOMAR. We also comply with all applicable privacy, data protection rules and regulations (including our own internal codes of conduct and third party contracts) and until not less than one year after the end of work undertaken.

• Without prejudice to the provisions of Clause 7.1 above neither of us will disclose to any third party without the prior written consent of the other any confidential information which is received from the other or from persons through whom the other party is acting (which, for the avoidance of doubt, includes but is not limited to our and our suppliers’ proprietary methodologies, templates, tool kits, training materials software and tools as modified or amended from time to time) which if disclosed in tangible form is marked confidential or if not disclosed in tangible form is either manifestly confidential or set forth and confirmed in writing as being confidential within 10 days of disclosure. Both of us agree that any such confidential information received from the other party shall only be used for the purposes of providing or receiving Services under this or any other Agreement between us. These restrictions will not apply to any information which:

7.2.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 7; or

7.2.2 is acquired from a third party who owes no obligation of confidence in respect of the information; or

7.2.3 is or has been independently developed by the recipient or was known to it prior to receipt.

7.3 Notwithstanding Clause 7.2 above either of us will be entitled to disclose confidential information of the other (i) to our respective insurers or legal advisers, or (ii) to a third party to the extent that this is required, by any court of competent jurisdiction, or by a governmental or regulatory authority or where there is a legal right, duty or requirement to disclose, provided that in the case of sub-Clause (ii) (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 business days notice in writing is first given to the other party.

7.4 The party receiving confidential information will only disclose it to those of its employees who need the information to be disclosed for use in connection with the Services and then only if the employee is bound by conditions of confidentiality no less strict than those set out in this Agreement, which conditions the party which has received the confidential information agrees at its own expense to enforce at the request of the other party.

7.5 Without prejudice to the other provisions of this Clauses 7 we may cite our performance of the Services to our clients and prospective clients as an indication of our experience, unless we both specifically agree otherwise in writing.

7.6 In providing us with data or other materials for use in provision of the Services you warrant that you have complied with all privacy and data protection rules and regulations (including your own internal codes of conduct and any third party contracts) which may apply to you. You will immediately notify us in writing if you have reason to believe we should not use any information you have delivered to us for the purpose of providing the Services.

8. Termination

We shall be entitled, on giving you notice to this effect, to terminate the Agreement forthwith and to cease provision of Services to you in any of the following circumstances:

• in the event of material breach by you of any of the terms of this Agreement whether remedied or not. In this respect and for the avoidance of doubt failure to settle any invoice within 30 days of the due date shall be deemed material.

• in the event of a non material breach by you of any of the terms of this Agreement which remains unremedied ten (10) working days after receipt by you of a written request from us requiring you to remedy the same.

• In the event you commit any act of insolvency or threaten to become insolvent which shall include the appointment of a receiver over part or all of your undertaking, suffering the appointment of a liquidator, compounding with your creditors generally or taking or suffering any other action by reason of debt.

• In the event you commit any act which is defamatory of us or would otherwise have the effect of bringing us or any of our staff into disrepute.

Any termination of the Agreement pursuant to this Clause 8 shall be without prejudice to any rights which have accrued prior to the date of termination. In the event that the Agreement between us is terminated pursuant to any of the provisions of this Clause then all Charges payable in respect of Services we have agreed to undertake on your behalf shall be payable in full forthwith irrespective of whether the Services have been completed and we shall for the avoidance of doubt have no duty or obligation to complete any uncompleted Services.

9. Electronic Mail ("e-mail") Communications

9.1 During the engagement we may wish to communicate electronically with each other. However, the electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. You hereby agree that you recognise that electronic communication systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards.

9.2 You further confirm that you accept the risks of, and authorise, electronic communications between us. We agree to use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically. You will be responsible for protecting your own systems and interests in relation to electronic communications and we shall have any liability to you on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and your reliance on such information.

10. General

10.1 Sub-contracting - We reserve the right to employ sub-contractors and agents to assist us when providing any part of the Services. Any reference to us in this Agreement includes sub-contractor staff and personnel.

10.2 Force Majeure – Neither party will be liable to the other for any failure to fulfill obligations set out in this Agreement (other than payment obligations) caused by circumstances beyond its reasonable control (“Force Majeure Events”). In the event of delays in delivery or in meeting completion date due to Force Majeure Events the period for compliance will automatically be extended for a period equal to the duration of such events, plus an additional period of time that is reasonable in the circumstances. In the event such failure continues for a period of 30 days or more, either of us may terminate the Agreement with immediate effect by giving written notice thereof to the other party.

10.3 Assignment - Neither we nor you will have the power to assign, charge, novate or otherwise deal in or transfer any rights or obligations under the Agreement without the prior written consent of the other party, except that we may, without consent, assign, novate or transfer our rights or obligations under the Agreement to a successor to all or a part of our business.

10.4 Waiver – Subject only to Clause 10.2, no delay by either party in enforcing any of the terms and conditions of the Agreement will affect or restrict that party’s rights and powers arising under the Agreement. No waiver of any such term or condition will be valid unless made in writing.

10.5 Notices - Whenever under the Agreement one party is required or permitted to give notice to the other, any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its despatch. Any notice sent by first class post will be deemed to have been delivered two (2) business days after posting. Any notice must be given at the address for the party as shall have been specified in writing or in the absence of such notification its last known business address.

10.6 Entire Agreement - The Agreement forms the entire agreement between us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understanding or other communications whether written or oral (except that we do not exclude liability for any fraudulent pre-contractual misrepresentations made by one party on which the other party can be shown to have relied). The headings in the Agreement are included to make it easier to read but do not form part of the Agreement.

10.7 Amendment - The Agreement may only be amended in writing, and any amendment must be signed by a duly authorised representative of each of the respective parties.

10.8 Independent Contractor - In furnishing Services to you, Work Research Limited is acting only as an independent contractor. We do not undertake to perform any obligation of yours, whether regulatory or contractual, or to assume any responsibility for your business or operations.

10.9 Survival - The obligations in the Agreement which are either expressly or impliedly intended to survive termination or expiration of the Agreement will remain in full force and effect in accordance with their terms after the termination of the Agreement.

10.10 Staff – Neither of us will during the term of the Agreement or for 6 months after its termination or expiry, solicit directly or indirectly any person then employed by the other party or an affiliate of the other party, who has been involved in providing or receiving Services under the Agreement. This will not restrict either of us from hiring employees of the other party or an affiliate of the other party who apply unsolicited in response to a general advertising or other general recruitment campaign.

10.11 Severance – If any provision of the Agreement is held to be invalid, in whole or in part, such provision shall be deemed not to form part of the Agreement. In any event, the enforceability of the remainder of the Agreement will not be affected.

10.12 Publicity - Neither party will publicise their relationship or disclose the terms of the Agreement or use the other party's name, logo, trade marks or service marks in any advertisement or publication without the other party's prior written approval. We do not, however, need to obtain approval to cite the performance of the Services as an indication of our experience or in our presentations with our clients or prospective clients or otherwise in promotion of our services.

10.13 Consents - Where approval, acceptance, consent or similar action by you is required under the Agreement, such action will not be unreasonably delayed or withheld.

10.14 Governing Law and Jurisdiction -This Contract will be governed by and interpreted in accordance with the laws of England . Should any dispute arise between us, we will attempt to resolve the dispute in good faith by senior level negotiations. Where both of us agree that it may be beneficial, we will seek to resolve the dispute through mediation using the Services of an appropriate and agreed mediator, in this case “the Centre for Dispute Resolution” to facilitate the mediation process. If the dispute is not resolved through negotiation or mediation, both of us agree that the Courts of England and Wales will have exclusive jurisdiction in connection with the resolution of the dispute.