WEBTRENDS INC.851 SW 6th Avenue, Suite 600

Portland, OR 97204Telephone: (503) 553-2622

Fax: (503) 294-7130www.Webtrends.com

SOLUTION PROVIDER PARTNER AGREEMENT

LEGAL NAME: ADDRESS:

CITY/STATE/ZIP: TELEPHONE NUMBER:

FAX NUMBER:CONTACT NAME:

This Solution Provider Partner Agreement (“Agreement”) is entered into by and between Webtrends Inc., a Delaware corporation (“Webtrends”) and the “Solution Provider” set forth above. In consideration of the terms and conditions contained in the Standard Terms and Conditions, the marked Attachments listed below, and this cover page (collectively “Agreement”) the parties agree to be bound herein.

ATTACHMENTS (Mark all applicable attachments):

A. STANDARD TERMS AND CONDITIONS

B. REFERRAL TERMS

C. PREMIER LICENSE TERMS

Term. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue for twelve (12) months, unless the Agreement is terminated earlier in accordance with its terms. The Term shall automatically renew for additional twelve (12) month periods unless either party terminates or provides 30 days written notice prior to such renewal term.

Product. The following Webtrends software as a service (“SaaS”) product is included under this Agreement: Webtrends Analytics On Demand Service (“Webtrends Product”).

Territory. Unless otherwise indicated in an Attachment, Partner’s “Territory” shall include the following (Mark all applicable Territories):

United States Asia Pacific

EMEA Other:

IN WITNESS WHEREOF, THE PARTIES LISTED BELOW HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE SET FORTH BELOW.

WEBTRENDS INC. SOLUTION PROVIDER

           AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

     NAME NAME

     TITLE TITLE

     EFFECTIVE DATE DATE

Confidential Page 1

Attachment A

STANDARD TERMS AND CONDITIONS

1. Term; Termination . The term of this Agreement is as set forth on the cover page of this Agreement. If either party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give notice to the defaulting party of such default. If the default is not cured during the thirty (30) day cure period after such notice, then the Agreement will automatically terminate. Upon any termination of this Agreement, (a) both parties will immediately cease using any materials that bear the other party’s logos and trademarks, and remove any tag from the other party’s sites, (b) all attachments to this Agreement automatically terminates, and (c) all licenses granted under this Agreement automatically terminates, and Solution Provider will no longer have any licensed rights to any Webtrends Product provided under this Agreement, and shall cease using all such Webtrends Product immediately.

2. Intellectual Property; Security and Privacy . The parties agree that Webtrends owns or has license rights to the Webtrends products and/or services and shall at all times continue to retain full and exclusive right, title and ownership and/or license, as the case may be, in and to the Webtrends products and/or services and any modifications, extensions, additions or derivative works of the Webtrends products and/or services, whether made jointly or independently, and in any and all intellectual property rights therein, including, but not limited to, all rights in related patents, trademarks, copyrights and proprietary and trade secret rights and know-how. The parties agree that the Solution Provider owns or has license rights to the Solution Provider products and/or services and shall at all times continue to retain full and exclusive right, title and ownership and/or license, as the case may be, in and to the Solution Provider products and/or services and any modifications, extensions, additions or derivative works of the Solution Provider products and/or services whether made jointly or independently, and in any and all intellectual property rights therein, including, but not limited to, all rights in related patents, trademarks, copyrights and proprietary and trade secret rights and know-how. Each party shall give the other party all reasonable assistance and shall, at the other party’s request and expense, execute and deliver all documents and assignments which may be necessary to establish such party’s respective ownership rights. Each party agrees to comply with all applicable privacy and security laws, rules and regulations, including, without limitation, those related to processing, storage, use, reuse, disclosure, protection, transmission and handling of third party information and data.

3. Indemnification . Each party (the “indemnifying party”) will defend the other party and its affiliated companies, directors, officers and employees (collectively, the “indemnified party”) from and against all third party claims, suits and proceedings alleging infringement of any copyright, trademark or other intellectual property right relating to products or trademarks provided by the indemnifying party. The indemnifying party will pay the costs of any settlement agreed to by the indemnifying party and/or any and all liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) awarded by a court of final jurisdiction against the indemnified party arising out of such a claim. In addition, Solution Provider will defend Webtrends and its affiliated companies, directors, officers and employees from and against all claims, suits, proceedings, losses, expenses and liabilities arising out of (a) any breach of by Solution Provider of any terms of this Agreement, including all applicable attachments, (b) any client of Solution Provider, or (c) any grossly negligent or intentionally harmful acts or omissions of Solution Provider or any of its employees, contractors or agents.

The indemnified party will: (i) promptly notify the indemnifying party of any claim, suit, or proceeding for which indemnity is claimed; (ii) cooperate reasonably with the indemnifying party at the latter’s expense; (iii) allow the indemnifying party to control the defense or settlement thereof and (iv) immediately cease use of the indemnifying party’s materials at the indemnifying party’s request. The indemnifying party’s obligations under this section shall not apply to any claims to the extent based upon the use of any materials that have been modified, by any party other than the indemnifying party, or the combination of any materials with any items not provided by the indemnifying party, if and to the extent such claim would not have arisen but for such modification, or combination.

4. Confidentiality . 4.1. The term “Confidential Information” as used in this Agreement shall mean all data or information in oral, written or

machine readable form, presented, discussed, learned or observed by either Party in the course of discussions, studies, or other work undertaken between the parties which is proprietary in nature or related to the current, future or proposed business of the disclosing party. Confidential Information shall include but not be limited to, each party’s non-public corporate, financial, legal and employee information, corporate plans, strategies, forecasts and competitive analysis, customer names and prospective customer names, investor information, and information concerning either party’s patents, trade secrets or inventions. Confidential Information shall also include any technical information, including either party’s products, or services, specifications, documentation, protocols, concepts, know-how, processes, techniques, designs, formulas, algorithms or works in process, hardware and software architecture, infrastructure and applications, the terms and pricing under this Agreement and any other information clearly identified in writing at the time of disclosure as confidential.

4.2. The Parties agree not to copy, alter, modify, disassemble, reverse engineer or de-compile any of the Confidential Information unless permitted in writing by the disclosing party. Nothing herein shall be deemed to restrict the disclosing party’s use of its own Confidential Information. Further, the Parties agree to use the other’s Confidential Information solely for the purpose set forth in this Agreement.

4.3. Both Parties agree to maintain in confidence the other’s Confidential Information and limit access to said Confidential Information within its own organization to only those persons who need to know such information. Any person given access to the other party’s Confidential Information for the above purposes shall be informed and subject to all terms of this Agreement. Solution Provider and Webtrends each respectively agrees to be responsible for the compliance by its employees and/or agents with the terms of this Agreement, and acknowledges that a breach of any of the terms of this Agreement by any of its employees, agents or others acting on its behalf will be deemed its breach. Each party will advise the other party in writing of any misappropriation or misuse of the Confidential Information of which the notifying party becomes aware. Each party will maintain the Confidential Information with at least the same degree of care it uses to protect its own proprietary information, but no less than reasonable care under the circumstances.

4.4. Webtrends and Solution Provider each agree that Confidential Information disclosed to the other shall not be duplicated or disclosed to any third party, except as authorized in writing by the provider. In the event the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, such party will promptly notify the disclosing party to allow intervention in response to such order.

4.5. The obligations of the Parties’ hereunder shall not apply to any Confidential Information which: (a) is lawfully in the receiving party’s possession at the time of disclosure; (b) is or becomes part of the public knowledge or literature, not as a result of any action or inaction of the receiving party; (c) is approved for release by written authorization of the disclosing party; (d) is independently developed by the receiving party without access to the Confidential Information; or (e) is received from a third party who is rightfully in possession of such Confidential Information and has the authority to disclose it.

4.6. No license is granted to either party under any patents, copyrights, trademarks or other proprietary rights of the other. All information provided hereunder is without warranty, express or implied, to either Party or with respect to the infringement of any right of third persons.

4.7. In the event of any violation or threatened violation of this NDA by a Party, the other Party shall be authorized and entitled to seek and obtain immediate injunctive or other suitable judicial relief as well as judgment for all its costs and expenses including but not limited to attorney’s fees and costs.

5. Liability . 5.1. OTHER THAN FOR INDEMINFICATION OBLIGATIONS DESCRIBED IN SECTION 3 ABOVE AND BREACH OF

CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF THE PARTIES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.

5.2. OTHER THAN FOR INDEMNIFICATION OBLIGATIONS DESCRIBED IN SECTION 3 ABOVE AND BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO EACH OTHER, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATIONS, NEGLIGENCE AND, TO THE EXTENT PERMITTED BY LAW, STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES EARNED BY SOLUTION PROVIDER HEREUNDER PRIOR TO THE DATE OF SUCH ACTION OR CLAIM WAS FILED.

6. Separate Entities . The parties shall act as independent contractors in the performance of this Agreement. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose and the employees of one party shall not be deemed to be the employees of the other party. Neither party shall have any right to act on behalf of the other, nor represent that it has such right or authority. Nothing in this Agreement shall be construed to grant either Solutions Provider or Webtrends the right to make a commitment of any kind for or on behalf of the other party without prior written consent of the other party.

7. General . This Agreement shall be governed by the laws of the state of Oregon, excluding its conflict of law rules. The parties may not assign this Agreement without the other party’s prior written consent, provided that no consent will be required if the assignment is as a result of a merger or business combination and a party is not the surviving entity, so long as the surviving entity is not a direct competitor of the other party. Any notice shall be deemed received when delivered in person or sent overnight by courier to the other party at the respective addresses. In the event any action is commenced under this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and all costs incurred in such proceedings. This Agreement may be amended or modified only by the written approval of both parties; provided, that Webtrends may amend, change or delete a specific program and/or the program terms specified in Attachment B (Referral Terms) and/or Attachment C (Solution Provider License Terms) by providing a thirty days prior written notice to Solution Provider. This Agreement will not be construed as a teaming agreement, joint venture or other business relationship. This Agreement represents the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.

Attachment B

REFERRAL TERMSBelow terms apply only if the applicable box is marked on the first page of this Agreement.

1. Referrals. Solutions Provider agrees to refer potential customer(s) to Webtrends to license the Webtrends Product described on the first page of this Agreement (“Qualified Products”), which includes all respective documentation. Such referrals (“Leads”) must be submitted through the Webtrends Partner Portal (http://www.Webtrends.com/Partners/PartnerSite.aspx) per the guidelines documented in such Partner Portal, including the potential customer’s company name, address, telephone number, contact person and effective date of each Lead. Webtrends shall notify Solutions Provider of acceptance (“Qualified Lead”) or rejections of a proposed Lead within five (5) business days from the date the Lead is received. Webtrends may reject a Lead for one or more of the following reasons: (a) it has already submitted a proposal to the same potential customer as the Lead, (b) it has had one or more face-to-face meetings or substantial phone conversations with the same potential customer as the Lead during the twelve (12) months preceding the date of receipt of the applicable Lead, (c) it has already received a Lead for that account from another business / company, or (d) the potential customer is an existing customer of its other products or services, or a prior version of its products or services. If Webtrends does not reject a proposed Lead within five (5) business days, such Lead shall be deemed accepted. Webtrends reserves the right to qualify each Qualified Lead in its sole judgment and negotiate a final deal, or terminate negotiations for a final deal, with such Qualified Lead. A Qualified Lead remains valid for a period of 6 months from the date of acceptance, after which it expires, and is no longer eligible for Referral Fees or any other consideration, even should a sale occur. For the avoidance of doubt, the Qualified Lead must transact with Webtrends within 6 months of the Qualified Lead acceptance in order to be considered for Referral Fees or any other consideration.

2. Referral Fee. The applicable referral fee (“Referral Fee” ) is specified below:

Standard Referral Fee: 5% of Net Sales Preferred Referral Fee: 10 % of Net Sales PREMIER Referral Fee: 15 % of Net Sales

All Referral Fee is payable for Net Sales during the first year of Webtrends providing the Qualified Products to the referred customer. “Net Sales” means the invoice price for the Qualified Products collected from the customer, less any return credits, refunds, allowances, adjustments, taxes, duties, other charges imposed by any government or government agency or related entity, freight charges, insurance and/or C.O.D. charges and payments to on line publishers, ad networks, data/tagging partners and exchanges, creative agencies and campaign management services. For avoidance of doubt, Webtrends and customer will determine the prices at which Qualified Products are provided to customer. To be paid based on the “Certified Preferred Referral Fee” or the “Advanced Certified Preferred Referral Fee”, Solution Provider must be certified at such level by Webtrends at the time the applicable Lead is submitted through the Webtrends Partner Portal.

3. Payment Terms. Webtrends will pay all applicable Referral Fees to Solution Provider within thirty (30) days following the end of a calendar quarter based on all collections for that quarter. Webtrends will provide Solution Provider with a report each quarter of revenues and amount due on those revenues for each contracted referred Lead. Solution Provider will then invoice Webtrends for the total quarterly Referral Fees due.

Attachment C

PREMIER LICENSE TERMS

Below terms apply only if the applicable box is marked on the first page of this Agreement.

1. License Terms. Solution Provider’s use and license of the Webtrends Product is governed by the Webtrends Terms of Service (“Terms of Service”). The full text of the Terms of Service is located at http://www.Webtrends.com/services/info/wtodtermsofservice.aspx. By signing this Agreement and using the Webtrends Product, Premier Partner hereby accepts all of the terms and conditions of such Webtrends Terms of Service, as amended by this Attachment C to the Agreement. Premier Partner will place specific orders of the Webtrends Product by executing a Webtrends Quote referencing this Agreement for governing terms and conditions.

2. Amendments to the Terms of Service. Solely in connection with Solution Provider’s use of the Webtrends Product in accordance with this Agreement, the Terms of Service is hereby amended as set forth below:

a. Notwithstanding any language to the contrary stated in the Terms of Service, Premier Partner may use the Webtrends Product specified in the applicable executed Webtrends Quote to collect and analyze data from websites owned or controlled by third parties or affiliates of Solution Provider (each a “SP Client”), provided, that (a) such SP Clients are bound by a written agreement with Solution Provider which (i) protect Webtrends and its rights in a manner no less protective than the terms included in the Terms of Service and this Agreement, (ii) include the Webtrends data retention policy, and (iii) specify that such SP Client is the owner of all data collected and analyzed in connection with such SP Client’s use of Webtrends Product, and (b) Solution Provider is directly and primarily liable to Webtrends for any breach of the Terms of Service by any SP Client to the same extent that Solution Provider would be had it committed the same breach. Nothing in this Agreement or in the Terms of Service is intended to confer any benefit or rights to any SP Client or any other third party (whether referred to herein by name, class, description or otherwise), or any right to enforce a term contained in this Agreement or in the Terms of Service.

b. Solution Provider is responsible to provide all first level support to SP Clients, and any escalations for technical support must be directed through a named representative of the Solution Provider. Webtrends will provide technical support only to Solution Provider and not to any SP Clients directly.

c. Solution Provider hereby agrees (a) to conduct its business in a manner that reflects favourably on the Webtrends Product and the good name, goodwill, and reputation of Webtrends; (b) to avoid deceptive, misleading, and unethical practices that are or might be detrimental to Webtrends or the public, including, but not limited to, disparagement of Webtrends or Webtrends products and services; (c) to make no representations or warranties to SP Clients or any prospective clients with respect to the specifications, features, or capabilities of Webtrends Product other than those expressly made in writing by Webtrends; (d) not to re-label or re-package Webtrends Product or modify or deface any labels or packaging placed on the Webtrends Product, and (e) to comply with such reasonable policies as Webtrends may promulgate from time-to-time.

3. Premier Discount. Based on Solution Provider’s compliance with the terms and conditions specified in this Agreement, including the Terms of Service, Solution Provider will be provided the following discount for Webtrends Product purchased by Solution Provider:

10% of the then current Webtrends published list price for applicable Webtrends Product; provided, that Solution Provider has met Webtrends’ minimum certification requirements.

20% of the then current Webtrends published list price for applicable Webtrends Product; provided, that (a) Solution Provider has met Webtrends’ advanced certification requirements, and (b) has committed to generate annual Net Sales to Webtrends of a minimum of $50,000.

25% of the then current Webtrends published list price for applicable Webtrends Product; provided, that (a) Premier Partner has met Webtrends’ advanced certification requirements, and (b) has committed to generate annual Net Sales to Webtrends of a minimum of $150,000.

Webtrends’ obligation to provide applicable discount specified above is conditioned upon (a) Solution Provider being certified at the applicable certification level at the earlier of (i) 2 months from the Effective Date of this Agreement, or (ii) Solution Provider executing a first order of Webtrends Product under this Agreement; (b) Solution Provider’s compliance with all of the program details specified in the Solution Provider Guide located in Webtrends Partner Portal (http://www.Webtrends.com/Partners/PartnerSite.aspx) under the “Partner-Ops Solution Provider” folder; and (c) if the applicable discount level requires an annual Net Sales commitments, Solution Partner must demonstrate meeting prorated annual Net Sales. For purposes of clarity, if Solution Partner has committed to $150,000 in annual Net Sales, by the end of the 2nd month of the applicable annual period, Solution Partner must have generated $25,000 in Net Sales.

If the applicable certification requirement or annual Net Sales commitments are not met, then notwithstanding any language to the contrary included herein, Solution Partner will receive the next level lower discount until such time as Solution Partner has met all the requirements; provided, that the lower discount level will not be retroactively calculated to discounts already applied to booked deals.

“Net Sales” as used in this Attachment C means the invoice price for the Webtrends Product collected from Solution Provider, less any return credits, refunds, allowances, adjustments, taxes, duties, other charges imposed by any government or government agency or related entity, freight charges, insurance and/or C.O.D. charges and payments to on line publishers, ad networks, data/tagging partners and exchanges, creative agencies and campaign management services.

4. Non-Competition. Solution Provider hereby agrees that it will not solicit or contract with existing Webtrends customers for Solution Provider to provide Webtrends Product to such customers, without the prior written consent of Webtrends. If any Webtrends customers transfer to Solution Provider, within 30 days from such transfer, Solution Provider will pay Webtrends a transfer fee equal to 100% of Webtrends list price (without the Solution Provider discount) for a 12-month term of Webtrends products and/or services such customer purchases from Solution Provider.