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Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services; and

WHEREAS, Service Provider Name: represents that it has the expertise and capacity to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows effective as of Effective Date:

Scope of Work

Service Provider shall perform the services and provide deliverables as described below. All deliverables must meet the standards and timelines agreed between the parties. Any material change to scope shall be documented in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the schedule and amounts below. Service Provider shall submit invoices in writing and Client shall pay undisputed amounts within the timeframe set forth below.

All payments are exclusive of any taxes, duties or assessments. Any applicable sales, use or value-added taxes imposed by law shall be paid by Client in addition to the amounts set forth above unless a valid exemption certificate is provided prior to invoicing.

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 written notice to the other party delivered at least Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach.

Upon termination, Service Provider shall deliver all completed work and any work-in-progress and Client shall pay for all services performed and authorized expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure. Each party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for performance under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the receiving party prior to disclosure without obligation of confidentiality, (iii) is rightfully received from a third party without obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations in this Section shall survive termination for a period of three (3) years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No modification of this Agreement will be binding unless in writing and executed by authorized representatives of both parties.

Warranty; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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