Last modified: August 12, 2025.

These NPS Loyalty Forum Terms and Conditions (this “Agreement”), effective as of the date Member signs a statement of work incorporating these terms (the “Effective Date”), are by and between Bain & Company, Inc., a Massachusetts corporation with offices located at 131 Dartmouth Street, Boston, MA 02116, as sponsor (the “Sponsor”) for the NPS Loyalty Forum and the entity which executed a statement of work, as indicated in the signature page (“Member”). By signing a statement of work that references this Agreement, Customer agrees to the terms of this Agreement, which governs Member’s participation in the NPS Loyalty Forum.

Whereas the NPS Loyalty Forum (the “Forum”) provides best practices research, decision support tools, and executive education to a membership consisting of some of the world's leading companies, all committed to advancing customer experience and achieving outstanding business results with customer-led growth. The Forum’s mission is to enhance the effectiveness of executives and their organizations by discovering the best practices from across industries and national borders and facilitating a process and network within which members can both learn, share, and enhance those practices.

Whereas the Forum helps members grow profitably through the application of the Customer Experience Advance framework, underpinned by the Global CX Standards and the Net Promoter^® disciplines by providing a forum that enables members to:

1. 1. Establish and share best practices

   2. Benchmark data

   3. Set a common vocabulary, standards and guidelines

   4. Encourage the investor community to value Earned Growth as an indicator of future profitable revenue growth

Whereas Member wishes to join the Forum, the parties hereby agree as follows:

1. Membership Eligibility

1. To be eligible for membership in the Forum, Member must have the following characteristics:

   1. Senior executive interest in driving customer led growth with rigor comparable to that of financial management;

   2. Experience leading CX Transformation, implementing the Net Promoter System or comparable centricity program in at least a part of the organization (or a stated intention to begin doing so within the next 6 months); and

   3. Desire to contribute to the success of the Forum, including sharing their own information and best practices, hosting events, and recruiting other members.

2. A Member company may elect to enroll as Additional Member for a separate annual fee one or more of its subsidiaries or business units that satisfy the above eligibility criteria. Additional Membership is available only for subsidiaries or business units of Members.

2. Membership Participation

1. Member designates the individuals listed in the applicable statement of work or a membership form as participants in the NPS Loyalty Forum, representing Member and, if applicable, Additional Member(s).

2. Member and, if applicable, Additional Members may each designate up to two, named executives as participants in the Forum. Typically, one or the other of these individuals will attend a given meeting of the Forum. These executives must be a VP/EVP or above in large organization who is responsible for overall customer experience and/or customer-led growth. Typically this member will be the most senior executive below the CEO who is responsible for the customer agenda.

3. In each case, the Forum participants from Member will attend events appropriate to their respective peer groups. In addition, other executives from Member may occasionally be invited to attend or participate in Forum events.

4. If, due to reorganization or other change, one or more of the executives listed in the applicable statement of work or a membership form no longer meets the criteria described above in Section 2.B, Member may, upon prior written notice to Bain, substitute executives with comparable or more senior responsibilities within the Member’s organization who satisfy the criteria in Section 2.B.

5. Except as set forth in this Section 2, no Member may substitute an individual participant in a particular Forum event without the express prior consent of Sponsor. Sponsor may give or withhold such consent at its sole discretion.

3. Membership Services

1. The Forum provides a number of services exclusively to Members:

1. 1. Meetings/Executive Networking: Four or more Customer Loyalty Executive meetings per year, each focused on a significant issue related to program implementation and/or case example.

   2. Access to NPS and CX Standards Benchmarking analysis where available.

   3. Curated Forum materials, including but not limited to, presentations and capture books.

4. Membership Fees

1. The Forum’s current fee schedule is as follows:

1. 1. Annual Membership fee: $55,000 per company

   2. Annual Additional Membership fee: $40,000 per subsidiary or business unit

2. All membership fees are due and payable on execution of this Agreement and on each twelve-month anniversary (“Anniversary Date”), no later than 60 days following invoice date.

3. Membership fees are subject to change by the Forum on each Anniversary Date, with 60 days’ prior notice to Member.

5. Proprietary Information

1. Each Member shall retain all right, title and interest in and to any original materials that it contributes to the Forum; provided, however, that such Member shall grant and does hereby grant to Sponsor a non-exclusive, royalty-free, worldwide license to use, reproduce, display, modify, or create derivative works from such materials for Sponsor’s internal and commercial purposes, subject to the confidentiality obligations set forth in Section 8 hereof.

2. Any Proprietary Information (as defined below) that is conceived or developed by the Forum which relates to the business of the Forum shall belong to Sponsor, whether patented, trademarked, copyrighted or not. “Proprietary Information” shall include all reports, analyses, inventions, products, processes, techniques, programs, systems, databases and methodologies of any kind that relate to the business of the Forum (including without limitation the name “NPS Loyalty Forum”).

3. Sponsor grants to each Member in good standing a non-exclusive, non-transferable, non-sublicenseable license to use, reproduce, display, modify or create derivative works from any Proprietary Information solely for internal purposes. Each Member agrees that it will not disclose, use, disseminate, reproduce or publish any Proprietary Information with or to any third party (including without limitation any parent, subsidiary, affiliated entity or other third party) without the express prior consent of Sponsor. The license granted by Sponsor to any Member pursuant to this Section shall terminate upon termination of such Member’s membership in the Forum.

6. No Representations or Warranties
Neither Sponsor nor any Member is making any representation or warranty as to the accuracy or completeness of any information, data, analyses or other materials that it may contribute to the Forum. Neither Sponsor nor any Member shall have any duty to update or supplement any information contributed to the Forum. Any reliance that any party chooses to place on any information contributed to, or produced by, the Forum is a matter of such party’s judgment exclusively and is at such party’s own risk.

7. Indemnification
Each Member, severally and not jointly, agrees to release and indemnify Sponsor and its affiliates and their respective personnel (each an “Indemnified Party”) from and against any and all claims, liabilities, costs and expenses which such Indemnified Party may incur or become subject to under any applicable federal or state law, or otherwise, that is related to or arises out of the Forum, except to the extent that any claim, liability or expense results from the gross negligence or intentional misconduct of an Indemnified Party as determined in a final judgment by a court of competent jurisdiction. In no event will Sponsor or any Indemnified Party be liable for any lost profits, or other indirect, special, punitive or consequential damages.

8. Confidentiality
Each of Sponsor and any Member has developed certain confidential and proprietary information relating to its business and financial operations, which confidential information may be disclosed by such party (the “Discloser”) to, or become known by, any other party participating in the Forum (the “Recipient”) and its officers, employees, agents and representatives in the course of participating in the Forum. In order to facilitate the functioning of the Forum, each of Sponsor and each Member agrees as follows:

1. The term "Confidential Information" means all information disclosed to the Recipient by the Discloser or its agents or employees in any manner, whether orally, visually or in tangible form (including, without limitation, documents, devices and computer readable media), and all copies thereof, whether created by the Discloser or the Recipient, financial operations, strategic plans and market information of the Discloser. The term Confidential Information also includes business and management methods, know-how, trade secrets, instruction manuals, financial reports and statements, business, product and strategic plans, market information and analysis, financial and operational controls and procedures, client identity and information, customer lists and all other information developed and used by the Discloser in its business and operations (as conducted and as proposed to be conducted), which has not been publicly disclosed by the Discloser. For the avoidance of doubt any information disclosed during Forum meetings shall be deemed as Confidential Information.

2. Except as expressly permitted herein, the Recipient shall not disclose any Confidential Information and shall prevent the disclosure of any Confidential Information by its employees, agents and independent contractors.

3. The Recipient shall use all Confidential Information solely for the purpose of participating in the Forum (the "Permitted Purpose").

4. The Recipient shall disclose Confidential Information only to those of its employees, agents and independent contractors who need to know such Confidential Information for the Permitted Purpose. The Recipient shall require all of its employees, agents and independent contractors who have access to any Confidential Information to agree to limit their use of such Confidential Information to the Permitted Purpose.

5. The Recipient agrees that, without the prior written consent of the Discloser, neither the Recipient nor its representatives or agents will disclose to any other person the fact that Confidential Information has been made available to it; provided, however, that the Recipient may make such disclosure if it has received the written opinion of its outside counsel that such disclosure must be made by the Recipient so that the Recipient does not commit a violation of law.

6. Confidential Information shall not include any information that the Recipient can demonstrate:

   1. was in the Recipient's possession prior to disclosure by the Discloser hereunder;

   2. was generally known, in the trade or business practiced by the Discloser, at the time of disclosure to the Recipient hereunder, or becomes so generally known after such disclosure, through no act of the Recipient or its employees, agents or independent contractors;

   3. has come into the possession of the Recipient from a third party who is under no obligation to the Discloser to maintain the confidentiality of such information; or

   4. was developed by the Recipient independently of, and without reference to, any Confidential Information or any information that the Discloser has disclosed in confidence to any third party.

If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.

7. The Recipient agrees not to reproduce or copy by any means any Confidential Information without the Discloser's prior written permission, except as reasonably required to accomplish the Permitted Purpose. Upon demand by the Discloser at any time, the Recipient promptly shall return to the Discloser or, at the Discloser's option, destroy all tangible materials that disclose or embody any Confidential Information, provided, however, that Sponsor shall not be required to destroy or cease use of any Confidential Information included or embedded into i) materials and works in an aggregate and disguised manner, including but not limited to information used in benchmarking analysis and best practices database, or ii) on the Forum web site, blogs and online discussion forums, including comments and ratings provided by Member, as well as recordings from meetings and other presentations.

8. The Recipient shall not remove any proprietary rights legend from, and shall, upon the Discloser's reasonable request, add any proprietary rights legend to, materials disclosing or embodying Confidential Information.

9. Other than as expressly specified herein, the Discloser does not grant any license to the Recipient under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce any Confidential Information.

10. Each party agrees that except for internal purposes only, it will not publish, identify, or otherwise disclose the other’s name in any presentation material or other external disclosure without the prior written consent of the other in each instance.

11. The Parties acknowledge that it will be impossible to measure the damages that would be suffered by the Discloser if the Recipient fails to comply with this Agreement and that in the event of any such failure, the Discloser will not have an adequate remedy at law. The Discloser shall, therefore, be entitled (in addition to any other rights and remedies) to obtain specific performance of the Recipient's obligations hereunder and to obtain immediate injunctive relief without having to post a bond.

9. Antitrust Compliance

Notwithstanding any provision of Section 8 above, it is the responsibility of each Member to ensure that it does not utilize the Forum to exchange sensitive commercial business information with Member’s competitors. Each Member agrees to implement the following safeguards when participating in NPS Loyalty Forum activities:

1) to refrain from disclosing, when Member’s competitors are present, confidential pricing, cost, profit, profit margin, bidding, discounting, strategic, marketing, product development, or product offering information or plans (“Confidential Commercial Information”);

2) to refrain from uploading materials containing Confidential Commercial Information to any online discussion forums or website , and to refrain from discussing such Confidential Commercial Information in any online discussion forums;

3) to refrain from reaching any agreement or coordinating with Member’s competitors in the Forum regarding product or service pricing, discounting, terms of sale, the nature or quantity products or services to be offered, customers to be served, markets to be entered or exited, production, costs, hiring or recruitment of personnel, or any other commercially sensitive topic.

10. Term and Termination

1. This Agreement takes effect on Effective Date and will remain in effect until all applicable statements of work or membership forms have expired or been terminated (the “Term”).

2. Member may terminate membership prior to the commencement of any renewal year by giving written notice of termination at least 60 days in advance of the anniversary of this Agreement. Sponsor may terminate the membership of any Member for any reason, with or without cause, upon at least two weeks’ written notice to such Member.

11. Governing Law
This Agreement and all actions related hereto shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of The Commonwealth of Massachusetts.

12. Execution of Agreement
This Agreement may be executed by electronic means and in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.

13. Survivability
The rights and obligations herein shall bind the Parties and their respective legal representatives, successors, heirs and assigns.

14. Entire Agreement
This Agreement, together with any other documents incorporated herein by reference and all related statements of work or membership forms, expresses the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, commitments and understandings, whether written or oral, with respect to such subject matter. Any modifications of, or changes to, this Agreement shall be in writing and signed by each of the Parties.