Commercial Services List

COMMERCIAL SERVICES LIST

This Commercial Services List (the "List") is entered into by the parties identified below and is intended to describe and set forth the services to be provided and the commercial terms that will govern payment, confidentiality, term and termination, and other material terms. Client Name: Provider Name:

RECITALS

WHEREAS, Provider is engaged in the business of supplying commercial services and related deliverables as described in this List and has represented that it possesses the qualifications, experience and abilities to perform the services; and

WHEREAS, Client desires to procure certain services from Provider pursuant to the terms and conditions set forth in this List; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows, effective as of the Effective Date: Effective Date:

SCOPE OF WORK

The Provider shall perform the services described in the Services List below and any ancillary tasks reasonably necessary to achieve the stated deliverables. Provider will comply with Client's reasonable site rules and security procedures where services are performed at Client locations, provided such requirements are communicated in advance in writing.

SERVICES LIST (ITEMIZED)

List each service, provide a concise description, unit of measure, unit rate, estimated quantity and estimated line total. Estimated totals are for planning and invoice basis; final charges governed by Payment Terms.

PAYMENT TERMS

Total Contract Amount (estimated):

Invoicing and Terms: Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of invoice receipt. Any dispute to an invoice shall be raised within the payment period with reasonable particulars.

Late Payment: Overdue amounts shall accrue interest at % per month (or the maximum lawful rate if less). Client shall also be responsible for reasonable collection costs incurred by Provider for overdue amounts.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Either party may terminate this List for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may be furnished with or obtain information that is confidential and proprietary. "Confidential Information" shall include all non-public business, technical, financial and other information designated as confidential or which a reasonable person would understand to be confidential. Each party shall (a) use Confidential Information solely for performance under this List, (b) restrict disclosure to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this paragraph, and (c) take reasonable measures to protect such Confidential Information.

Exclusions: Confidential Information does not include information that is (i) known to the receiving party prior to disclosure without obligation of confidentiality, (ii) 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 by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This List shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute arising under this List shall lie exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This List, together with any referenced exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any amendment or modification of this List must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or obligations under this List without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor. Nothing in this List creates an employment, partnership or joint venture relationship between the parties.

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