Exclusive Services Agreement

EXCLUSIVE SERVICES AGREEMENT

This Exclusive Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described herein and represents that it has the skills, personnel and experience necessary to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to provide services on an exclusive basis within the Territory described below, and Service Provider is willing to accept such engagement on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the parties' entire understanding with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide the services described in detail in the Service Description below (the Services). Service Provider shall perform the Services in accordance with industry standards and in a timely, professional and workmanlike manner.

1.2 Deliverables. All deliverables and acceptance criteria shall be specified in writing and appended as schedules or otherwise set forth in writing and agreed by the parties. Service Provider shall not be deemed to have accepted additional work outside the scope without a separate written agreement.

2. EXCLUSIVITY

2.1 Exclusive Appointment. During the Term, Client grants Service Provider the exclusive right to provide the Services within the Territory specified below. Client shall not engage, appoint, or otherwise authorize any third party to provide services that are the same as or substantially similar to the Services in the Territory.

2.2 Exceptions. The exclusivity shall not apply to pre-existing agreements disclosed in writing prior to the Effective Date or to any parties expressly exempted by written agreement signed by both parties.

3. TERM AND TERMINATION

3.1 Term. The Term of this Agreement shall commence on the Commencement Date: and shall continue for a period of months (Initial Term), unless earlier terminated in accordance with this Agreement.

3.2 Renewal. The Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.4 Termination for Convenience. Client may terminate this Agreement for convenience upon providing Service Provider with at least days' prior written notice. In the event of termination for convenience, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes unless otherwise required by applicable law.

4.2 Invoicing and Payment. Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed, amounts invoiced are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Nondisclosure. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except as permitted herein.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided, each party retains all right, title and interest in and to its pre-existing intellectual property. All work product conceived, developed or delivered by Service Provider in connection with the Services (Work Product) shall be the sole and exclusive property of subject to any pre-existing third-party rights.

6.2 License. To the extent Service Provider retains any rights in Work Product, Service Provider hereby grants Client a perpetual, worldwide, royalty-free, transferable license to use, reproduce and modify the Work Product solely for Client's internal business purposes, unless otherwise agreed in writing.

7. WARRANTIES AND COVENANTS

7.1 Mutual Warranties. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or obligation between such party and any third party.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with prevailing industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Service Provider cannot cure, a refund of the fees paid for the deficient Services.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

8.2 By Client. Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against third-party claims arising from Client's breach of representations or failure to comply with applicable law in connection with Client's use of the Services.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for its industry and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

12. AMENDMENTS

Any amendment, modification or supplement to this Agreement must be in a writing signed by authorized representatives of both parties. No course of dealing or failure to enforce any right shall constitute a waiver of that right.

13. WAIVER

No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. A waiver must be in writing and signed by the waiving party to be effective.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto, 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.

16. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the extent possible to reflect the parties' original intent, and the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by facsimile or electronic means shall have the same force and effect as original signatures.

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