Client Service Instructions

CLIENT SERVICE INSTRUCTIONS

This Client Service Instructions document (the Agreement) is entered into by and between:

Client Name:   Service Provider Name:

RECITALS

WHEREAS, Client requires certain services and detailed instructions to be performed by Service Provider as described herein; and

WHEREAS, Service Provider represents that it possesses the requisite experience, personnel, and resources to perform the services in accordance with these instructions; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other essential terms governing the provision of such services.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. All services shall be provided in compliance with applicable laws and the requirements set forth by Client.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed amount due is not paid within days of the due date, Client shall pay interest on the overdue amount at the lesser of (a) or (b) the maximum rate permitted by law. Service Provider may suspend performance for amounts overdue beyond thirty (30) days following written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, continues until the End Date or the completion of the Scope of Work, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party (the Disclosing Party) except as permitted below. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall use Confidential Information only for the purposes of performing obligations under this Agreement and shall limit disclosure to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without obligation of confidentiality; (c) independently developed without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the Receiving Party gives prompt notice to allow the Disclosing Party to seek protective relief.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or commercially recognized overnight courier to the addresses provided below or to such other address as a party designates by notice.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the original intent.

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