Advancement Services Agreement

ADVANCEMENT SERVICES AGREEMENT

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client desires that Provider arrange, coordinate and advance funds and services related to donor solicitations, events, capital campaigns and related philanthropic activities (the "Advancement Services"); and

WHEREAS, Provider represents that it possesses experience, staff and resources necessary to perform the Advancement Services and is willing to provide such services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows.

1. Scope of Services

Provider shall perform the services described above in a professional manner consistent with industry standards and shall provide progress reports as reasonably requested by Client.

2. Payment Terms

Advancement Fee (Total): $

Late Payment Fee: If any undisputed amount due hereunder is not paid within days of the due date, interest shall accrue at % per month (or the maximum permitted by law, if less), plus any collection costs incurred by Provider.

Reimbursable Expenses: Client will reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the services upon presentation of itemized receipts. Any single expense over $ requires prior written authorization from Client.

3. Term and Termination

Term Commencement Date:

Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the other party fails to cure such breach within 30 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Upon termination Provider shall deliver any work in progress and final invoices within days, and Client shall pay undisputed amounts in accordance with the Payment Terms.

4. Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and to use such information only to perform its obligations under this Agreement. Confidential information excludes information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is lawfully received from a third party without restriction; (c) was known to the Receiving Party prior to disclosure as evidenced by written records; or (d) is independently developed without use of the Disclosing Party's confidential information.

The Receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those contained in this Agreement. The Receiving Party shall take reasonable measures to prevent unauthorized disclosure and shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure.

In the event of an actual or threatened breach of confidentiality, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. Intellectual Property

Except as expressly provided otherwise in writing, all materials, reports, deliverables and work product specifically prepared for Client under this Agreement (the "Work Product") shall be owned by Client upon full payment of all fees due for such Work Product. Provider shall retain ownership of its pre-existing materials, methodologies and know-how. Provider hereby grants to Client a perpetual, non-exclusive, royalty-free license to any Provider materials incorporated in the Work Product to the extent necessary for Client's use of the Work Product.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

8. Entire Agreement; Amendments

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Relationship of the Parties: Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture or agency between the parties. Notices: All notices under this Agreement shall be in writing and delivered to the contact information set forth above or to such other address as a party may designate in writing.

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