Client Services Contract

CLIENT SERVICES CONTRACT

This Client Services Contract (the "Agreement") is entered into as of by and between Client Name: , with principal place of business at ("Client"), and Service Provider Name: , with principal place of business at ("Service Provider").

RECITALS

WHEREAS, Client desires to obtain certain professional services relating to the scope and objectives described herein; and

WHEREAS, Service Provider represents that it has the experience, qualifications and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of such services.

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

1. SERVICES

1.1 Services. Service Provider shall perform the services described below (the "Services") in accordance with the terms of this Agreement:

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall devote sufficient qualified personnel to meet the performance obligations set forth in this Agreement.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below for the performance of the Services.

3.2 Billing and Payment. Service Provider shall invoice Client in accordance with the billing schedule: . Unless otherwise agreed in writing, invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.

4. EXPENSES

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon receipt of appropriate documentation. Reimbursement will be made within days of submission of such documentation.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and shall not be deemed an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for withholding and paying all taxes and benefits for its employees and contractors.

6. CONFIDENTIALITY

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

6.2 Protection. Each party agrees to hold Confidential Information in strict confidence, to use it only to perform its obligations under this Agreement, and to limit disclosure to employees or contractors who have a need to know and who are bound by obligations of confidentiality no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided below, each party retains all right, title and interest in and to its pre-existing intellectual property.

7.2 Work Product. All deliverables and materials created specifically for Client under this Agreement (the "Work Product") shall be deemed work made for hire and shall be owned exclusively by Client upon full payment. To the extent ownership cannot vest in Client by operation of law, Service Provider hereby assigns all right, title and interest in such Work Product to Client.

8. WARRANTIES; DISCLAIMERS

Service Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

10. LIMITATION OF LIABILITY

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

11. TERMINATION

11.1 For Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

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

12. NOTICES

12.1 Method. All notices under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email followed by delivery by one of the foregoing methods.

13. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party; provided that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets, or transfer to an affiliate, provided that the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same 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 conflict of laws principles.

15.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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 parties shall negotiate in good faith a substitute provision that most nearly effects the parties' original intent.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The parties acknowledge that no joint venture, partnership, employment or agency relationship is created by this Agreement.

16.2 Survival. Provisions which by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), and 15 (Governing Law; Entire Agreement; Severability).

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