Consultant Service Work Order

Consultant Service Work Order

Parties and Work Order Identification

Recitals

WHEREAS, Client desires to engage Consultant to perform consulting services relating to the business needs identified in this Work Order; and

WHEREAS, Consultant has the qualifications, experience and ability to provide the services described in this Work Order and desires to perform such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Work Order, the parties agree as follows:

Scope of Work

Deliverables and Acceptance

Consultant shall deliver the specific work products described in this Work Order. Client shall have a period of days from delivery to review and either accept the deliverable or provide a written list of deficiencies. Acceptance shall not be unreasonably withheld.

Payment Terms

Client shall pay Consultant the fees and expenses set forth below in consideration for Consultant's performance of the services described in this Work Order.

Late payments will incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs and reasonable attorneys' fees incurred by Consultant in recovering unpaid amounts.

Expenses

Client will reimburse Consultant for preapproved, reasonable, and customary out-of-pocket expenses incurred in performing services under this Work Order upon submission of appropriate documentation.

Term and Termination

This Work Order commences on and, unless earlier terminated in accordance with this Work Order, ends on .

Either party may terminate this Work Order upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of breach.

Upon termination, Client shall pay Consultant for services performed and authorized expenses incurred through the effective date of termination, together with any non-cancellable commitments.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is identified as confidential or that the receiving party should reasonably understand to be confidential. Each party agrees to hold Confidential Information in strict confidence and not to use or disclose it except as necessary to perform obligations under this Work Order or as required by law.

Confidentiality obligations shall survive termination of this Work Order for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Consultant assigns to Client all right, title and interest in and to Work Product (defined as deliverables and other materials prepared specifically for Client under this Work Order). Consultant retains ownership of preexisting materials, methodologies, templates and tools; to the extent such preexisting materials are embodied in a deliverable, Consultant grants Client a nonexclusive, perpetual, worldwide license to use such preexisting materials solely as incorporated in the Work Product.

Representations, Warranties and Indemnification

Each party represents that it has the authority to enter into this Work Order. Consultant represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing warranty, services are provided "AS IS" and Consultant disclaims all other warranties to the maximum extent permitted by law.

Consultant shall indemnify and hold Client harmless from third-party claims arising from Consultant's gross negligence or willful misconduct in performing services. Client shall indemnify and hold Consultant harmless from claims arising from Client's breach of this Work Order or Client-provided materials.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party's indemnity obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising under this Work Order shall not exceed the total fees paid to Consultant under this Work Order in the preceding twelve (12) months.

Independent Contractor

Consultant is an independent contractor. Nothing in this Work Order creates an employment relationship, partnership, or joint venture. Consultant is solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

Independent contractor acknowledged:

Governing Law; Dispute Resolution

This Work Order shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably before initiating litigation.

Entire Agreement

This Work Order, including any exhibits and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Work Order must be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

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