Client Services Agreement

CLIENT SERVICES AGREEMENT

This Client Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC Partnership Other: , Address: and Service Provider Name: , Entity Type: Individual Corporation LLC Partnership Other: , Address:

RECITALS

WHEREAS, Client wishes to engage Service Provider to perform certain professional services as described herein and Service Provider represents that it has the skill, experience and personnel to perform such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider;

WHEREAS, the parties intend that the services, deliverables, compensation and allocation of risks be governed by the terms of this Agreement.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the services described in the Statement of Work attached as Exhibit A and incorporated herein. A brief description of the initial scope is set forth below. Services Description:

1.2 Performance Standard. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards and applicable laws.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 2.2.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. 2.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure within fifteen (15) days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below and in Exhibit B. Fee Structure (select applicable):

3.2 Invoicing; Payment Terms. Service Provider shall submit invoices in accordance with the Billing Method selected. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at or the maximum permitted by law, whichever is less.

4. EXPENSES

4.1 Reimbursable Expenses. Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in performing services. Expense Cap: $ per invoice unless otherwise approved in writing.

5. CHANGES; DELIVERABLES

5.1 Change Orders. Any change to the scope, schedule or fees shall be documented in a written change order signed by both parties. 5.2 Deliverables. Service Provider shall deliver the deliverables described in Exhibit A and shall use commercially reasonable efforts to meet delivery milestones.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means nonpublic information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential.

6.2 Nonuse; Nondisclosure. Each party shall (a) protect Confidential Information of the other party with the same standard of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use Confidential Information except to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as permitted herein.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in its preexisting intellectual property. 7.2 Work Product. Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement upon receipt of full payment. To the extent assignment is ineffective, Service Provider grants Client an exclusive, perpetual, worldwide, royalty-free license to use such Deliverables.

8. WARRANTIES; DISCLAIMER

8.1 Service Provider Warranty. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of days following delivery. 8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

9.2 Liability Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT OR $, WHICHEVER IS GREATER.

10. INDEMNIFICATION

10.1 Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence, or willful misconduct.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from claims arising from Client's breach of this Agreement, Client materials or Client's gross negligence or willful misconduct.

11. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance in amounts customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance to Client.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt. Client Notice Contact:

13. 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 principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.

14.2 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 valid and enforceable while preserving the parties' intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

15.2 Waiver. No waiver of any breach shall be effective unless in writing, and no waiver shall constitute a waiver of any other breach.

15.3 Counterparts. 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. Signatures transmitted by electronic means shall be effective to bind the signing party.

16. MISCELLANEOUS

16.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

16.2 Assignability. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of the assigning party's business.

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