Exhibit D - Professional Services Form of SoW

Exhibit D - Professional Services Form of Statement of Work

STATEMENT OF WORK NO. _____

This Statement of Work is attached to, and is made a part of, that certain Software Subscription Agreement between ComplianceMetrix Inc. (“CMX”) and __________________ (“Customer”) dated __________________, 20__ (the “Agreement”). Unless explicitly stated otherwise in this Statement of Work, any capitalized terms shall have the meaning given to them in the Agreement.

1. 1. Project Objective and Scope

Provide a clear, concise description of the scope of the project.

2. 2. CMX Responsibilities

Define the actual work CMX will perform under the Statement of Work. The work will be defined with sufficient detail to provide a clear understanding of the engagement responsibilities, limitations, exclusions, and out-of-scope items.

3. 3. Customer Responsibilities

Define the actual work (if any) that Customer will perform under this Statement of Work including any deliverables to be provided to CMX by Customer. This will be defined with sufficient detail to provide a clear understanding of Customer’s engagement responsibilities.

4. 4. Deliverables

List the Deliverables to be provided by CMX for the engagement, including a short description of the Deliverable and format of delivery.

5. 5. Estimated Schedule

Outline the estimated schedule of key activities, (e.g., delivery of Deliverables, important milestones).

6. 6. Fees

Specify the compensation details for the project. Clearly state if the fees are based on time and material rates or fixed fee. If T&M rates apply, list the applicable T&M rates.

7. 7. Additional Terms and Conditions (if applicable)

List any additional or alternative terms and conditions, if applicable.