Consulting Service Agreement

CONSULTING SERVICE AGREEMENT

This Consulting Service Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Client desires to retain Consultant to provide certain professional consulting services in the area described in this Agreement; and

WHEREAS, Consultant has the requisite expertise and agrees to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to the Services and the compensation to be paid;

SCOPE OF WORK

Consultant will perform the services described below (the "Services"). Consultant shall provide the Services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Consultant as follows:

Invoices are due and payable within days of receipt. Late payments shall bear interest at a rate of % per month (or the maximum rate permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason 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.

Upon termination, Consultant shall deliver to Client all work product completed to the date of termination, and Client shall pay Consultant for all Services rendered and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party except as authorized in writing; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party and without breach of any obligation; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information.

Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

INDEPENDENT CONTRACTOR

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

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special, exemplary, or punitive damages arising out of or related to this Agreement. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement in the 12 months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

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