Additional Services Work Contract

ADDITIONAL SERVICES WORK CONTRACT

This Additional Services Work Contract (the "Contract") is made and entered into as of by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client and Service Provider are parties to an existing agreement governing certain services (the "Primary Agreement"), and Client requires Additional Services beyond the scope of the Primary Agreement; and

WHEREAS, Service Provider has represented that it possesses the skill, experience and resources necessary to perform the Additional Services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such Additional Services.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF ADDITIONAL SERVICES

1.1 Service Provider will furnish all labor, materials, equipment and supervision necessary to perform the Additional Services described below (the "Services"). Services shall be performed in accordance with the standards of care, skill and diligence customary in the industry.

1.2 The Services shall include, if applicable, the tasks, deliverables, milestones and any deliverable acceptance criteria set forth in the Work Order below.

2. TERM AND SCHEDULE

2.1 Commencement: Service Provider shall commence the Services no later than , unless otherwise agreed in writing.

2.2 Completion: Service Provider shall substantially complete the Services by , subject to adjustments for approved change orders, delays beyond Service Provider's control, and extensions agreed in writing.

3. COMPENSATION; INVOICES; PAYMENT

3.1 Service Provider shall submit written invoices to Client at the intervals specified above. Each invoice shall describe work performed, dates, hours (if hourly), materials and any approved expenses.

3.2 Payment Terms: Client shall pay undisputed amounts within days of Client's receipt of a properly submitted invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs.

4. CHANGES; ADDITIONAL WORK

4.1 Any change to the Services, scope, price or schedule must be set forth in a written change order signed by authorized representatives of both parties. Service Provider shall not be required to perform Additional Work absent an executed change order.

5. CLIENT RESPONSIBILITIES

5.1 Client shall provide timely access to premises, information, approvals and materials necessary for Service Provider to perform the Services. Client shall designate a representative authorized to provide decisions and approvals related to the Services.

6. WARRANTIES AND PERFORMANCE

6.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. For a period of following completion, Service Provider will, at its expense, promptly correct defects in performance reported in writing by Client, provided such defects arise from Service Provider's negligence or failure to perform.

7. INTELLECTUAL PROPERTY

7.1 Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting intellectual property and tools, and Client shall receive a nonexclusive, nontransferable license to use deliverables solely for Client's internal purposes. To the extent any deliverable is developed specifically for Client and paid in full, the parties agree that ownership of such deliverable will be transferred to Client, subject to Service Provider's retained rights in general methodologies, know-how and tools.

8. CONFIDENTIALITY

8.1 Each party shall keep confidential all proprietary and confidential information of the other party disclosed in connection with the Services ("Confidential Information") and shall not disclose such information except to its employees, subcontractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party or is independently developed without access to the other party's Confidential Information.

9. INDEMNIFICATION

9.1 Service Provider shall indemnify, hold harmless and defend Client from and against all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify Service Provider for claims arising from Client's breach of this Contract or Client-provided information or materials.

10. INSURANCE

10.1 During performance of the Services, Service Provider shall maintain insurance customary for the industry, including commercial general liability and, if applicable, workers' compensation and professional liability insurance with limits sufficient to cover liabilities that may arise under this Contract. Service Provider shall provide certificates of insurance upon Client's reasonable request.

11. TERMINATION

11.1 Either party may terminate this Contract for material breach by the other party if the breaching party fails to cure within thirty (30) days after written notice specifying the breach. Client may terminate this Contract for convenience upon ten (10) days' prior written notice to Service Provider; in such event Service Provider shall be entitled to payment for Services performed and documented costs incurred through the effective date of termination and for reasonable demobilization expenses.

12. DISPUTE RESOLUTION

12.1 The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Contract through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the dispute shall be submitted to binding arbitration before a single arbitrator in accordance with the arbitration rules selected by the parties. Judgment upon the award may be entered in any court having jurisdiction. Either party may seek interim injunctive or equitable relief in a court of competent jurisdiction.

13. NOTICES

13.1 All notices required or permitted under this Contract shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

14. AMENDMENTS; WAIVER

14.1 No amendment or modification of this Contract shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Contract shall be governed by and construed in accordance with the laws of the State selected by the parties. The parties submit to the exclusive jurisdiction of the courts of the chosen jurisdiction for actions not subject to arbitration as set forth above.

15.2 Entire Agreement: This Contract, together with any executed change orders and referenced Work Orders, constitutes the entire agreement between the parties with respect to the Additional Services and supersedes all prior negotiations, proposals, and agreements, whether written or oral.

15.3 Severability: If any provision of this Contract is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' intent.

16. MISCELLANEOUS

16.1 Independent Contractor: Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all employment taxes, benefits and other obligations with respect to its personnel.

16.2 Assignment: Neither party may assign its rights or delegate its duties under this Contract without the other party's prior written consent, which shall not be unreasonably withheld, except that Service Provider may assign receivables.

16.3 Counterparts and Electronic Signatures: This Contract may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective to bind the signing party.

EXECUTION

The parties, intending to be legally bound, have executed this Contract by their duly authorized representatives as of the dates set forth below.

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