Client Services Contracts

CLIENT SERVICES AGREEMENT

Parties and Effective Date

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and to allocate risks and responsibilities between them;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the services, deliverables and milestones described below. Any material change to the scope shall require a written change order signed by both parties.

Payment Terms

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

Reimbursable expenses will be billed at cost and are subject to Client's prior written approval when reasonably required. Service Provider shall maintain records of expenses and provide receipts upon request.

Term and Termination

This Agreement commences on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for all services performed and expenses incurred through the effective date of 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 agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall survive termination for a period of unless required otherwise by applicable law, in which case disclosure shall be limited to the minimum necessary.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, worldwide license to use, reproduce and modify deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of pre-existing materials and tools and all intellectual property not expressly assigned to Client. To the extent any third-party materials are incorporated, Service Provider shall secure any necessary rights or notify Client of required third-party terms.

Representations; Liability

Each party represents that it has the authority to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county where Client maintains its principal place of business, except where otherwise prohibited by applicable law.

Assignment; Independent Contractor

Neither party may assign this Agreement without the prior written consent of the other, provided that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. Service Provider is an independent contractor and nothing in this Agreement shall create an employment, partnership or agency relationship.

Individual    Corporation    LLC

Entire Agreement

This Agreement, including all schedules and mutually executed change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by both parties.

Notices

Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Notices are effective upon personal delivery, next-business-day courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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