Annual Service Agreement

ANNUAL SERVICE AGREEMENT

This Annual Service Agreement (the "Agreement") is entered into as of by and between Client Name: , with principal place of business at (\"Client\"), and Service Provider Name: , with principal place of business at (\"Provider\").

RECITALS

WHEREAS, Provider is engaged in the business of performing the services described herein and possesses the skills, resources, and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform the annual services under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services to Client; and

WHEREAS, the parties intend for this Agreement to set forth their entire agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section or elsewhere in this Agreement. "Services" means the work and deliverables described in Section 2. "Service Year" means each consecutive 12-month period beginning on the Effective Date. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider will provide personnel, equipment, materials, and supervision necessary to perform the Services, except as otherwise expressly provided in this Agreement.

3. TERM AND RENEWAL

The initial term of this Agreement shall commence on the Effective Date and continue for a period of year(s) (the "Initial Term"). Unless either party provides written notice of non-renewal at least days prior to the end of the then-current term, this Agreement shall automatically renew for successive one-year terms on the same terms and conditions, subject to adjustments to Fees as set forth in Section 4.

4. FEES AND PAYMENT

Unless otherwise agreed in writing, amounts due are payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

5. SERVICE LEVELS; PERFORMANCE

Provider shall use commercially reasonable efforts to meet the service levels and performance metrics set forth below. In the event Provider fails to meet any material service level, Client's sole and exclusive remedy shall be as set forth in this Agreement and any applicable service credits agreed in writing.

6. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully obtained from a third party without breach; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

All pre-existing intellectual property of each party remains the sole property of that party. Provider hereby grants Client a non-exclusive, non-transferable license to use Provider-created deliverables provided under this Agreement for Client's internal business purposes. Client grants Provider a non-exclusive license to use Client materials solely to perform the Services. To the extent any deliverables incorporate Provider pre-existing materials or third-party materials, Provider shall identify such materials and grant or obtain any necessary licenses for Client's permitted use.

8. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING WARRANTY SHALL BE, AT PROVIDER'S OPTION, RE-PERFORMANCE OF THE SERVICES OR A PRORATED REFUND OF FEES PAID FOR THE AFFECTED SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

Provider shall defend, indemnify, and hold harmless Client and its affiliates and their respective officers, directors and employees from and against any third-party claims arising out of Provider's negligent acts, willful misconduct, or material breach of this Agreement, including reasonable attorneys' fees and costs. Client shall indemnify Provider for third-party claims arising from Client's misuse of deliverables, breach of representations, or violation of law.

11. INSURANCE

During the term of this Agreement, Provider shall maintain commercial general liability insurance and professional liability/errors & omissions insurance in amounts sufficient to cover Provider's obligations under this Agreement and consistent with industry practice. Minimum limits:

12. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services, provided that Provider remains responsible for the performance of its subcontractors and for compliance with this Agreement. Client consents to subcontracting by checking the box below.

13. CHANGE ORDERS

Any change in the scope, schedule, or fees shall be implemented only by a written change order executed by authorized representatives of both parties. A proposed change order shall be responded to within days of receipt.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

15. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any right or remedy under this Agreement must be in writing and shall not be deemed a waiver of any other right or remedy.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery by electronic means shall be binding and enforceable.

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