Business Document Updated Page

BUSINESS DOCUMENT UPDATED PAGE

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client Name represents that it requires the professional services described in this Agreement and has the authority to retain Service Provider; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and resources to perform the work described below on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows effective as of .

Scope of Work

Service Provider shall perform the services, deliverables and milestones described below. Services shall be performed with commercially reasonable skill, in a professional manner, and in accordance with the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the amounts set forth below in consideration for the services and deliverables. Fees are exclusive of taxes unless otherwise stated.

Any unpaid amount shall accrue interest at the lesser of an annual rate of or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice of the breach.

Confidentiality

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that, by its nature, should reasonably be considered confidential.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

By checking this box, the parties acknowledge that Confidential Information as defined above will be exchanged and agree that the confidentiality provisions shall apply.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any other agreement to which it is a party. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages, including lost profits, arising out of or related to this Agreement. Except for amounts due for payment of fees, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

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. The parties agree that exclusive jurisdiction for disputes arising under this Agreement shall lie in the state and federal courts located within that state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the 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 amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, that provision shall be modified to the extent necessary to make it valid and enforceable while preserving the parties' intent, or if not possible, severed without affecting the remainder of this Agreement. Headings are for convenience only and do not affect interpretation.

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