Commencement of Services Agreement

COMMENCEMENT OF SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client requires certain professional services described herein and Provider represents that it has the experience and capability to perform such services in accordance with the terms set forth in this Agreement; and

WHEREAS, Client and Provider desire to set forth the terms and conditions under which Provider will commence and perform the Services (as defined below) and be compensated therefor; and

WHEREAS, the parties intend that the commencement of Services be governed by the terms of this Agreement and any Work Orders executed pursuant to this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Commencement of Services Agreement and any Work Orders or Schedules executed hereunder. 1.2 "Services" means the work to be provided by Provider as described in Section 2 and in any executed Work Order. 1.3 "Deliverables" means all tangible materials, reports, software, data and other items to be delivered to Client pursuant to this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Service Description below and in any Work Order executed by the parties. Provider shall provide all personnel, equipment and materials necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Commencement Date and shall continue for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice of the breach.

3.3 Termination for Convenience. Client may terminate the Services for convenience upon providing Provider with days' prior written notice, subject to payment for Services performed through the effective date of termination and any non-cancellable commitments.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below and in any Work Order. Fees shall be payable in United States dollars and computed as follows:

5. CONFIDENTIALITY

Each party agrees that all non-public information obtained from the other party and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information") shall be held in strict confidence, used solely for the purpose of performing this Agreement, and not disclosed to any third party except as permitted herein. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to seek protective relief.

6. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Provider grants Client a non-exclusive, worldwide, royalty-free license to use, reproduce and distribute the Deliverables solely for Client's internal business purposes. Provider warrants that the Deliverables will not infringe any third-party intellectual property rights. If the Deliverables incorporate third-party materials, Provider will secure any necessary licenses and disclose applicable terms to Client in writing prior to delivery.

7. WARRANTIES; DISCLAIMER

Provider represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Provider's breach of this Agreement; (b) Provider's negligence or willful misconduct; or (c) any claim that the Deliverables as delivered infringe a third party's intellectual property rights.

9. INSURANCE

Provider shall maintain at its expense commercial general liability, professional liability/errors and omissions, and workers' compensation insurance in amounts reasonable and customary for the Services and shall provide certificates of insurance upon Client's request. Minimum limits (if any) and additional insured status, if required, shall be set forth in the applicable Work Order.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or Provider's indemnity obligations, the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed or the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, whichever is less.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement. Provider shall obtain and maintain all permits and licenses required for the performance of the Services.

12. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

13. AMENDMENTS AND WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be considered binding.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. This Agreement, together with any referenced Work Orders, 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.

16. MISCELLANEOUS

The parties acknowledge that in performing their obligations hereunder they are acting as independent contractors and nothing in this Agreement shall be construed to create an employer-employee, agency or joint venture relationship between the parties. Each party shall execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

SIGNATURES

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