Added Services Agreement

ADDED SERVICES AGREEMENT

This Added Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: ("Provider") and Client Name: ("Client").

WHEREAS

WHEREAS, Provider provides professional services and Client desires that Provider perform certain additional or supplemental services as described herein; and

WHEREAS, the parties wish to set forth the scope, compensation, and other terms governing the provision of such added services, and to incorporate such terms into a binding agreement between the parties.

SCOPE OF WORK

Provider shall perform the additional services described below (the "Added Services"). The Added Services shall be performed in a professional and workmanlike manner in accordance with applicable industry standards.

PAYMENT TERMS

In consideration for the Added Services, Client shall pay Provider the fees and charges as set forth below. Provider shall invoice Client in accordance with the schedule below and Client shall make payments in United States currency unless otherwise agreed in writing.

Payment is due within days of receipt of an undisputed invoice. Client shall be responsible for any applicable taxes (except taxes based on Provider's net income).

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower) on any overdue balance measured from the original invoice due date until paid. Provider may suspend performance for invoices more than days past due after providing written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days following receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and shall promptly return or destroy Provider's confidential materials as required below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not disclose such Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

The obligations in this section shall continue for years following termination of this Agreement, except that trade secrets and attorney-client communications shall be protected indefinitely.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or work orders executed by the parties that reference this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendments and Waivers: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

EXECUTION

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that execution of this Agreement shall bind that party to the terms and conditions contained herein.

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