Call-Off Service Contract

CALL-OFF SERVICE CONTRACT

This Call-Off Service Contract (the "Contract") is entered into as of the day of , (the "Effective Date"), by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Client requires certain services on a call-off basis to be requested by individual orders specifying scope, schedule and price ("Call-Off Orders"); and

WHEREAS, the Service Provider has the necessary capabilities and agrees to perform services as set out in this Contract and in Call-Off Orders issued hereunder; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Services will be procured and delivered on a call-off basis.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Contract together with any Call-Off Orders, exhibits and accepted change orders.
1.2 "Call-Off Order" means a written order, in the form agreed by the Parties, issued by the Client that sets out the scope, deliverables, schedule and price for Services to be provided under this Contract.
1.3 "Services" means the work described in a Call-Off Order and any ancillary activities reasonably required to provide such work.

2. CALL-OFF ORDERS

2.1 Call-Off Procedure. Client may issue Call-Off Orders to Service Provider during the Term. Each Call-Off Order shall specify the scope, schedule, acceptance criteria and price. No Call-Off Order shall be effective until accepted in writing by Service Provider or deemed accepted by performance.

2.2 Order Priority and Conflicts. In the event of any inconsistency between a Call-Off Order and this Contract, the terms of this Contract shall prevail except insofar as the Call-Off Order expressly states it is intended to modify a specific provision and is agreed in writing by both Parties.

3. SCOPE OF SERVICES

4. TERM AND TERMINATION

4.1 Term. The Term of this Contract commences on the Effective Date and continues for a period of months (the "Initial Term"), unless earlier terminated in accordance with this Contract. Thereafter the Contract may be extended as mutually agreed in writing.

4.2 Termination for Convenience. Either Party may terminate this Contract for convenience upon days' prior written notice to the other Party. Client shall pay for Services performed and accepted up to the effective date of termination.

4.3 Termination for Cause. Either Party may terminate this Contract immediately upon written notice if the other Party materially breaches this Contract and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. FEES, INVOICING AND PAYMENT

5.1 Fees. Fees for Services will be set forth in each Call-Off Order. Where a pricing rate is required in this Contract the Parties agree to the following baseline rate: (per Call-Off or as specified).

5.2 Invoicing and Payment. Service Provider shall submit invoices in accordance with the payment schedule in the applicable Call-Off Order. Client shall pay undisputed amounts within days of receipt of a correct invoice. Interest on overdue payments shall accrue at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

6. CHANGE CONTROL

Changes to any Call-Off Order, including scope, schedule or price, shall be made only by a written change order signed by authorized representatives of both Parties. Service Provider shall not commence work on a change until the change order is executed.

7. CONFIDENTIALITY

Each Party shall keep confidential all Confidential Information disclosed by the other Party and shall not use such information except to perform obligations under this Contract. Confidential Information does not include information which is or becomes publicly available through no fault of the receiving Party, or which is independently developed or lawfully obtained from a third party.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing Materials. Each Party retains ownership of its pre-existing intellectual property.
8.2 Deliverables. Subject to receipt of full payment, Service Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under a Call-Off Order, excluding Service Provider's tools, methodologies and other pre-existing materials, for which Service Provider grants a perpetual, non-exclusive license to Client to use solely in connection with the deliverable.

9. LIABILITY AND INDEMNITY

9.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against third party claims arising out of the indemnifying Party's breach of this Contract, negligence or willful misconduct. The indemnified Party shall promptly notify the indemnifying Party of any such claim and permit the indemnifying Party to control the defense and settlement.

9.2 Limitation of Liability. Except for liability resulting from gross negligence, willful misconduct, death or personal injury, or breach of confidentiality, each Party's aggregate liability to the other for claims arising out of this Contract shall not exceed .

10. INSURANCE

Service Provider shall obtain and maintain at its own expense insurance coverages customary for the Services, including commercial general liability, professional liability and workers' compensation as required by law, and shall provide evidence of such insurance upon Client's reasonable request.

11. SUBCONTRACTING AND ASSIGNMENT

Service Provider may subcontract portions of the Services with Client's prior written consent, which consent shall not be unreasonably withheld. Neither Party may assign this Contract without the prior written consent of the other Party, except to an affiliate or in connection with a change of control.

12. RECORDS AND AUDIT

Service Provider shall maintain complete and accurate records relating to performance and billing under this Contract for a period of three (3) years following the date of final payment. Client shall have the right to audit such records during normal business hours upon reasonable notice.

13. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Contract, including applicable labor, health and safety, and data protection laws.

14. NOTICES

All notices, requests and other communications hereunder shall be in writing and delivered to the address of the receiving Party set forth below (or to such other address as either Party may designate by notice).

15. AMENDMENTS AND WAIVER

No amendment to this Contract shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party in exercising any right shall not constitute a waiver of that right.

16. COUNTERPARTS

This Contract may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

17. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

18. ENTIRE AGREEMENT

This Contract, together with any Call-Off Orders and written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals or agreements, whether written or oral.

19. SEVERABILITY

If any provision of this Contract is held to be invalid, illegal or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect and be construed so as to best effectuate the Parties' intent.

SIGNATURES

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