INFORMATION RESOURCES, INC. OFFICERSHIP AGREEMENT

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Exhibit (e)(7)

INFORMATION RESOURCES, INC.
OFFICERSHIP AGREEMENT

This Agreement is made as of [insert date], 2003, by and between Information Resources, Inc., a Delaware corporation (the "Corporation"), and the individual whose name and signature appears on the last page hereof under the heading "Officer," an Officer of the Corporation (the "Officer").

WHEREAS, it is essential to the Corporation that it attract and retain as officers the most capable persons available and persons who have significant experience in business, corporate and financial matters; and

WHEREAS, the Corporation has identified the Officer as a person possessing the background and abilities desired by the Corporation and desires the Officer to serve as an Officer of the Corporation; and

WHEREAS, the substantial increase in corporate litigation may, from time to time, subject Officers to burdensome litigation, the risks of which frequently far outweigh the advantages of serving in such capacity; and

WHEREAS, the cost and availability of directors' and officers' liability insurance has not only fluctuated widely over time, but such insurance frequently contains express or implied limitations on coverage of specific risks and may involve protracted claims procedures that prevent the timely payment or reimbursement of losses incurred by directors and officers in their own defense, or by the Company on their behalf; and

WHEREAS, the Corporation and the Officer recognize that serving as an Officer of a corporation at times calls for subjective evaluations and judgments upon which reasonable persons may differ and that, in that context, it is anticipated and expected that Officers of corporations will and do from time to time commit actual or alleged errors or omissions in the good faith exercise of their duties and responsibilities; and

WHEREAS, it is now and has always been the express policy of the Corporation to indemnify its Officers to the fullest extent permitted by law; and

WHEREAS, the Corporation and the Officer desire to articulate clearly in contractual form, their respective rights and obligations with regard to the Officer's service on behalf of the Corporation and with regard to claims for loss, liability, expense or damage which, directly or indirectly, may arise out of or relate to such service,

NOW, THEREFORE, the Corporation and the Officer agree as follows:

1. Agreement to Serve

The Officer shall serve as an Officer of the Corporation for as long as the Officer is duly elected or appointed or until said Officer tenders a resignation in writing.

2. Definitions

As used in this Agreement:

(a) The term "Proceeding" includes, without limitation, any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Officer may be, may become, or may have been involved as a party, witness or otherwise, by reason of the fact that the Officer is or was an Officer of the Corporation, or is or was serving at the request of the

Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which exculpation, indemnification or reimbursement can be provided under this Agreement.

(b) The term "Expenses" includes, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, attorney, accountant and other professional fees and disbursements and any expenses of establishing a right to indemnification under Section 12 of this Agreement, but shall not include amounts paid in settlement by the Officer or the amount of judgments or fines against the Officer.

(c) References to "other enterprise" include, without limitation, employee benefit plans; references to "fines" include, without limitation, any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Corporation" include, without limitation, any service as a director, officer, employee or agent which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or its beneficiaries; and a person who acted in good faith and in a manner reasonably believed to be in the interest of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Agreement.

3. Limitation of Liability

(a) To the fullest extent permitted by law, the Officer shall have no monetary liability of any kind or nature with respect to the Officer's conduct in serving the Corporation or any of its subsidiaries, their respective stockholders or any other enterprise at the request of the Corporation, except that this Section 3(a) shall not affect liability of the Officer for:

(i): any breach of the Officer's duty of loyalty to the Corporation, such subsidiaries, stockholders or enterprises;
(ii): any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
(iii): any transaction from which the Officer derived an improper personal benefit; or
(iv): any unlawful payment of dividends.

(b) Without limiting the generality of (a) above and to the fullest extent permitted by law, the Officer shall have no personal liability to the Corporation or any of its subsidiaries, their respective stockholders or any other person claiming derivatively through the Corporation or a subsidiary of the Corporation, regardless of the theory or principle under which such liability may be asserted, for:

(i): punitive, exemplary or consequential damages;
(ii): treble or other damages computed based upon any multiple of damages actually and directly proved to have been sustained;
(iii): fees of attorneys, accountants, expert witnesses or professional consultants; or
(iv): civil fines or penalties of any kind or nature whatsoever.

4. Indemnity in Third Party Proceedings

The Corporation shall indemnify the Officer in accordance with the provisions of this Section 4, if the Officer is made a party to any Proceeding (other than a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding

if the conduct of the Officer was in good faith and the Officer reasonably believed that the Officer's conduct was in, or not opposed to, the best interests of the Corporation, and, in the case of a criminal proceeding, the Officer, in addition, had no reasonable cause to believe that the Officer's conduct was unlawful. However, the Officer shall not be entitled to indemnification under this Section 4 in connection with any Proceeding charging improper personal benefit to the Officer in which the Officer was adjudged liable on the basis that personal benefit was improperly received by the Officer unless and only to the extent that the court conducting such Proceeding or any other court of competent jurisdiction determines, upon application, that despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

5. Indemnity in Proceedings by or in the Right of the Corporation

The Corporation shall indemnify the Officer in accordance with the provisions of this Section 5, if the Officer is made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with such Proceeding if the conduct of the Officer was in good faith and the Officer reasonably believed that the Officer's conduct was in the best interests of the Corporation, or at least, not opposed to its best interests. However, the Officer shall not be entitled to indemnification under this Section 5 in connection with any issue, claim or matter in a Proceeding to the extent that the Officer has been adjudged liable to the Corporation with respect to such issue, claim or matter, unless and only to the extent that the court conducting such Proceeding or any other court of competent jurisdiction determines upon application, that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

6. Indemnification of Expenses of Successful Party

Notwithstanding any other provisions of this Agreement, to the extent that the Officer has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify the Officer against all Expenses incurred in connection therewith.

7. Additional Indemnification

(a) Notwithstanding any limitation in Sections 4, 5 or 6, the Corporation shall indemnify the Officer to the fullest extent permitted by law, with respect to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor), against all Expenses, judgment, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding, except that the Officer shall not be entitled to indemnification under this Section 7(a) on account of liability for:

(i): any breach of the Officer's duty of loyalty to the Corporation or any of its subsidiaries, their respective stockholders, or any other enterprise that the Officer was serving at the request of the Corporation at the time of such breach;
(ii): any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; or
(iii): any transaction from which the Officer derived an improper personal benefit.

(b) Notwithstanding any limitation in Sections 4, 5, 6 or 7(a), the Corporation shall indemnify the Officer to the fullest extent permitted by law with respect to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgment, fines and amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding.

8. Exclusions

Notwithstanding any provision in this Agreement, the Corporation shall not be obligated under this Agreement to make any indemnification in connection with any claim made against the Officer:

(a) to the extent to which any payment has been made to or on behalf of the Officer under any insurance policy or indemnity arrangement, except with respect to any excess amount to which the Officer is entitled under this Agreement beyond the amount of payment under such insurance policy or arrangement;

(b) if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or public policy (and, in this respect, both the Corporation and the Officer have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy and is, therefore, unenforceable and that claims for such indemnification should be submitted to appropriate courts for adjudication unless, in the opinion of counsel, the matter has been settled by controlling precedent); or

(c) in connection with any Proceeding (or part of any Proceeding) initiated by the Officer, or any Proceeding by the Officer against the Corporation or its directors, officers, employees or other persons entitled to be indemnified by the Corporation, unless (i) the Corporation is expressly required by law to make the indemnification, (ii) the Proceeding was authorized by the Board of Directors of the Corporation, or (iii) the Officer initiated the Proceeding pursuant to Section 12 of this Agreement and the Officer is successful in whole or in part in the Proceeding.

9. Advances of Expenses

The Corporation shall pay the Expenses incurred by the Officer in any Proceeding in advance of the final disposition of the Proceeding at the written request of the Officer, if the Officer:

(a) furnishes the Corporation a written affirmation of the Officer's good faith belief that the Officer is entitled to be indemnified under this Agreement; and

(b) furnishes the Corporation a written undertaking to repay the advance to the extent that it is ultimately determined that the Officer is not entitled to be indemnified by the Corporation. Such undertaking shall be an unlimited general obligation of the Officer but need not be secured, except as otherwise provided herein.

Advances pursuant to this Section 9 shall be made no later than ten days after receipt by the Corporation of the affirmation and undertaking described in Sections 9(a) and 9(b) above, and, except as provided in Section 11, shall be made without regard to the Officer's ability to repay the amount advanced and without regard to the Officer's ultimate entitlement to indemnification under this Agreement. The Corporation may establish a trust, escrow account or other secured funding source for the payment of advances made and to be made pursuant to this Section 9 or of other liability incurred by the Officer in connection with any Proceeding.

10. Nonexclusivity and Continuity of Rights

The indemnification, advancement of Expenses and exculpation from liability provided by this Agreement shall not be deemed exclusive of any other rights to which the Officer may be entitled under any other agreement, any articles of incorporation, bylaws or vote of shareholders or directors, or otherwise, both as to action in the Officer's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall cover the Officer's service as an officer and all of his acts in such capacity, whether prior to or on or after the date of this Agreement, and such indemnification shall continue as to the Officer even though the Officer may have ceased to be Officer of the Corporation or a director, officer, employee or agent of an enterprise

related to the Corporation and shall inure to the benefit of the heirs, executors, administrators and personal representatives of the Officer.

11. Procedure Upon Application for Indemnification

Any indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45 days after receipt of the written request of the said Officer, unless a determination is made within such 45 day period by (a) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the applicable Proceeding, even though less than a quorum; (b) a committee of such directors designated by a majority vote of such directors, even though less than a quorum; (c) independent legal counsel in a written opinion or (d) a majority vote of the shareholders that, on the basis of facts then known, the said Officer is not entitled to indemnification under this Agreement. In the event that the Board of Directors, committee, independent counsel or shareholders, as the case may be, determine that they cannot reasonably determine entitlement to indemnification within the 45 day period, the Officer shall be entitled to an advancement of the amount of the indemnification requested, subject to such security for repayment as the board of directors may require.

12. Enforcement

The Officer may enforce any right to indemnification or advances provided by this Agreement in any court of competent jurisdiction if (a) the Corporation denies the claim for indemnification or advances, in whole or in part, or (b) the Corporation does not dispose of such claim within the time period required by this Agreement. It shall be a defense to any such enforcement action (other than an action brought to enforce a claim for advancement of Expenses pursuant to, and in compliance with, Section 9 of this Agreement) that the Officer is not entitled to indemnification under this Agreement. However, except as provided in Section 13 of this Agreement, the Corporation shall have no defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Officer has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Officer has met the applicable standard of conduct nor an actual determination by the Corporation (including its Board of Directors or independent legal counsel) that indemnification is improper because the said Officer has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Officer is not entitled to indemnification under this Agreement or otherwise. The Officer's Expenses incurred in connection with successfully establishing the Officer's right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall also be indemnified by the Corporation.

The termination of any Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that (a) the Officer is not entitled to indemnification under Sections 4, 5 or 7 of this Agreement, or (b) the Officer is not entitled to exculpation under Section 3 of this Agreement.

13. Notification and Defense of Claim

Not later than 90 days after receipt by the Officer of notice of the commencement of any Proceeding, the Officer shall, if a claim in respect of the Proceeding is to be made against the Corporation under this Agreement, notify the Corporation of the commencement of the Proceeding. The omission to notify the Corporation will not relieve the Corporation from any liability which it may have to the Officer otherwise than under this Agreement. With respect to any Proceeding as to which the Officer notifies the Corporation of the commencement:

(a) The Corporation shall be entitled to participate in the Proceeding at its own expense.

(b) Except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense of the Proceeding, with legal counsel reasonably satisfactory to the Officer. The Officer shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Officer under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of its assumption of the defense, unless (i) the Officer reasonably concludes that there may be a conflict of interest between the Corporation and the Officer in the conduct of the defense of the Proceeding, or (ii) the Corporation does not use legal counsel to assume the defense of such Proceeding. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which the Officer has made the conclusion provided for in (i) above.

(c) If two or more persons who may be entitled to indemnification from the Corporation, including the Officer, are parties to any Proceeding, the Corporation may require the Officer to use the same legal counsel as the other parties. The Officer shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Officer under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Officer reasonably concludes that there may be a conflict of interest between the Officer and any of the other parties required by the Corporation to be represented by the same legal counsel.

(d) Notwithstanding any other provision of this agreement, the Corporation shall not be liable to indemnify the Officer under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which shall not be unreasonably withheld. The Officer shall permit the Corporation to settle any Proceeding that the Corporation assumes the defense of, except that the Corporation shall not settle any action or claim in any manner that would impose any penalty or limitation on the Officer without the Officer's written consent, which may be given or withheld in the said Officer's sole discretion.

14. Partial Indemnification

If the Officer is entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred by the Officer in connection with such Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Officer, and advance Expenses, for the portion of such Expenses, judgments, fines or amounts paid in settlement to which the Officer is entitled.

15. Severability

If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the remainder of this Agreement shall continue to be valid and the Corporation shall nevertheless indemnify the Officer as to Expenses, judgments, fines and amounts paid in settlement, with respect to any Proceeding, to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

16. Subrogation

In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Officer. The Officer shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

17. Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery by hand to the party to whom the notice or other communication shall have been directed, or (b) on the third business day after the date on which it is mailed by certified or registered mail with postage prepaid, addressed as follows:

(i)		If to the Officer, to the address indicated on the signature page of this Agreement, below said Officer's signature.
(ii)		If to the Corporation, to:		Information Resources, Inc. 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: General Counsel

or to any other address as either party may designate to the other in writing.

18. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute the original.

19. Applicable Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the principles of conflict of laws.

20. Successors and Assigns

This Agreement shall be binding upon the Corporation and its successors and assigns.

IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be duly executed and signed as of the day and year first above written.

		CORPORATION:
		INFORMATION RESOURCES, INC., a Delaware corporation
Attest:		By:

	Secretary		Chief Executive Officer
		OFFICER:
		[ADD OFFICER NAME HERE]
		Address:
		[ADD OFFICER'S HOME ADDRESS HERE]

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Exhibit (e)(7)

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INFORMATION RESOURCES, INC. OFFICERSHIP AGREEMENT

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