Commissioned Service Contract

COMMISSIONED SERVICE CONTRACT

This Commissioned Service Contract (the "Agreement") is entered into on by and between Client Name: , with principal address: , and Contractor Name: , with principal address: .

RECITALS

WHEREAS, the Client desires to commission certain services and deliverables described herein; and

WHEREAS, the Contractor represents that it has the skill, experience, personnel and facilities necessary to perform the services on the terms and conditions set forth in this Agreement; and

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

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

1. DEFINITIONS

1.1 "Services" means the services to be provided by Contractor as set forth in Section 2 and in the Scope of Services. 1.2 "Deliverables" means the tangible items, reports, or materials to be delivered to Client as described in Section 3. 1.3 "Acceptance" means Client's written or documented approval of Deliverables in accordance with Section 3.2.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the commissioned services described below and in any attached exhibit. The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

3. DELIVERABLES, MILESTONES AND ACCEPTANCE

3.1 Milestones and due dates (the parties may add additional milestones by written amendment signed by both parties):

3.2 Acceptance. Client shall have a period of days from delivery to inspect Deliverables and either provide written Acceptance or a written list of deficiencies. If no deficiencies are provided within the acceptance period, Deliverables will be deemed accepted.

4. COMPENSATION AND PAYMENT

4.1 Compensation. Client shall pay Contractor the total compensation set forth below in accordance with the payment schedule. All amounts are in U.S. dollars unless otherwise stated.

4.2 Late Payments. Any undisputed late payment shall accrue interest at a rate of or the maximum permitted by law, whichever is lower.

5. EXPENSES

Client will reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses shall not exceed without prior written approval.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, the parties agree that ownership of the final Deliverables shall be: Upon full payment, transferred to Client Contractor retains ownership and grants Client a license to use The parties shall initial selection in any attached schedule. If Contractor retains ownership, Contractor grants Client a non-exclusive, perpetual license limited to the intended use described in this Agreement.

6.2 Pre-existing Materials. Contractor shall identify any pre-existing materials incorporated into the Deliverables and, unless otherwise agreed, grants Client a non-exclusive license to use such pre-existing materials only as part of the Deliverables.

7. CONFIDENTIALITY

7.1 Each party shall maintain in confidence all confidential information disclosed by the other party and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years unless otherwise required by law.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Contractor represents and warrants that (a) it has the right and authority to enter into this Agreement and to grant the rights herein; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) to the best of Contractor's knowledge, the Deliverables will not infringe third-party intellectual property rights. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

10. INSURANCE

Contractor shall maintain commercial general liability and professional liability insurance in amounts sufficient to cover Contractor's obligations under this Agreement, with minimum limits of or as otherwise reasonably requested by Client.

11. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided below.

12.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

12.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

14. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties agree that exclusive venue for any dispute shall be the state and federal courts located within that state.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral, relating to the subject matter hereof.

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

16.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

SIGNATURES

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