CESC Service Contract

CESC Service Contract

This Service Contract ("Agreement") is entered into as of the Effective Date: by and between Service Provider Name: (Entity Type: Individual Corporation LLC) and Client Name: (Entity Type: Individual Corporation LLC).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing technical and professional services as described in this Agreement and possesses the experience and personnel necessary to perform such services;

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the performance, payment and ownership of work product arising from the services to be performed.

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall perform the services described in the Statement of Work attached as Exhibit A and incorporated herein. A concise description of the primary services is set forth below:

1.2 Changes. Any material change to the scope must be authorized in writing by both parties. Service Provider will prepare a written change order stating the effect on price, schedule and deliverables, which shall become part of this Agreement upon execution by both parties.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 6.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider fees in the amounts and in the manner set forth below.

3.2 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

4. PERFORMANCE STANDARDS

4.1 Standard of Care. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards applicable to similar services and shall use qualified personnel.

4.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the services, provided that Service Provider remains responsible for the acts and omissions of such subcontractors and obtains Client's prior written consent for any subcontractor who will access Client confidential information.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party agrees to maintain Confidential Information of the other in strict confidence, to use it only for the performance of this Agreement, and to take reasonable measures to prevent unauthorized disclosure. These obligations shall not apply to information that is publicly known, rightfully received from a third party, or independently developed without reference to the other party's Confidential Information.

6. TERMINATION

6.1 For Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party, subject to payment for services performed through the effective date of termination.

6.2 For Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to its pre-existing intellectual property and tools. Subject to Client's payment of all amounts due, Service Provider assigns to Client all right, title and interest in Work Product created specifically for Client under this Agreement; provided, however, that Service Provider may retain copies of Work Product for internal records and compliance purposes.

7.2 License. Service Provider grants to Client a non-exclusive, royalty-free, worldwide license to use any Service Provider pre-existing materials incorporated into the Work Product solely as necessary for Client's use of the Work Product.

8. WARRANTY; DISCLAIMER

8.1 Warranty. Service Provider warrants that the services will be performed in a professional manner consistent with applicable industry standards. For any breach of this warranty, Client's sole and exclusive remedy is re-performance of the deficient services, or if Service Provider is unable to re-perform, a refund of fees paid for the deficient services.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify and hold harmless Client and its officers, directors and employees from and against third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services.

9.2 By Client. Client shall indemnify and hold harmless Service Provider from and against third-party claims arising from Client's breach of this Agreement or Client's misuse of the Work Product.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance at levels customary in the industry. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Agreement, including data protection laws applicable to the processing of personal data in connection with the services.

13. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. Failure by either party to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to its conflict of laws rules.

15.2 Entire Agreement. This Agreement, including any exhibits and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

MISCELLANEOUS

The parties acknowledge that they have had the opportunity to review this Agreement with counsel and that any rule construing ambiguities against the drafter shall not apply. Headings are for convenience only and shall not affect interpretation.

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