Client Services Agreement Package

CLIENT SERVICES AGREEMENT PACKAGE

This Client Services Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to obtain certain professional services relating to Client's business operations and the Provider has the experience, personnel and expertise to perform such services; and

WHEREAS, Provider agrees to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the services to be performed, the compensation to be paid and certain other rights and obligations of the parties.

Scope of Work

Provider shall perform the services described in this Section (Services). Provider shall provide services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for Services in accordance with the schedule and amounts set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Ownership, Indemnification, Limitation of Liability and Governing Law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this paragraph shall not apply to information which: (i) was known to the receiving party prior to disclosure; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction in writing if requested.

Ownership of Work Product

Unless otherwise agreed in a written schedule, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, subject to Provider's right to use underlying know-how and non-client-specific tools, methods and materials. Provider shall retain ownership of Provider's pre-existing tools and materials and any general skills or expertise retained in the mind of Provider's personnel.

Representations, Warranties and Disclaimers

Each party represents that it has the power and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, partnership or agency relationship. Provider is responsible for all taxes and withholdings related to payments under this Agreement.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) day after deposit with a nationally recognized overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in accordance with the rules agreed by the parties.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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