Client Agreement Signature Form

CLIENT AGREEMENT SIGNATURE FORM

This Client Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , Client Address: ("Client"), and Service Provider Name: , Provider Address: ("Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as set forth herein and Provider represents that it has the qualifications, experience and abilities to provide such services in accordance with the terms of this Agreement;

WHEREAS, Provider is willing to perform the services under the terms and conditions of this Agreement for the compensation set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider's performance and Client's payment obligations.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT AND SCOPE

Provider shall provide the services described in the Scope of Services attached hereto or described below (the "Services"). Provider shall perform the Services in a professional, workmanlike manner, consistent with industry standards. Client may, by written notice, require reasonable modifications to the Services, provided such modifications are mutually agreed and any resulting change in compensation or schedule is documented in writing and signed by both parties.

2. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided in Section 9.

3. FEES AND PAYMENT

Client shall pay Provider the fees set forth below. Fees shall be payable within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at a rate of on the outstanding balance.

4. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated as confidential or reasonably understood to be confidential. Each receiving party shall: (a) hold such information in strict confidence; (b) not disclose it to any third party except as permitted herein; and (c) use it solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all preexisting intellectual property and methodologies. All deliverables specifically created for Client under this Agreement ("Deliverables") shall be deemed work made for hire and, upon full payment, Provider assigns to Client all right, title and interest in such Deliverables. Provider shall retain the right to use non-confidential, non-identifying know-how and experience resulting from the provision of services hereunder.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense and settlement of any claim.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY RESULTING 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, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and any non-cancelable commitments made in connection with the Services.

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be effective upon receipt.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement (including any appendices or exhibits expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall create an employment, joint venture, partnership or agency relationship. Each party shall comply with all applicable laws in performing its obligations. The headings in this Agreement are for convenience only and shall not affect interpretation.

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