Exclusive Services Contract

Exclusive Services Contract

This Exclusive Services Contract (the "Agreement") is made and entered into as of Date: by and between Client Name: , an entity type: with principal place of business at , and Service Provider Name: , an entity type: with principal place of business at . The Client and the Service Provider are each a "Party" and together the "Parties."

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services on an exclusive basis as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience, and capacity to perform the services described herein and is willing to accept exclusive engagement subject to the terms of this Agreement; and

WHEREAS, the Parties desire to set forth herein the terms and conditions governing the exclusive provision of such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Services

1.1 Services. Service Provider shall exclusively provide to Client the services described in the Service Description attached hereto and incorporated herein (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. Exclusivity

2.1 Exclusive Engagement. During the Term, Service Provider shall not provide, solicit, negotiate, or accept services of the same or similar nature to those described in Section 1 for any third party within the Territory without the prior written consent of Client. The Parties acknowledge that this exclusivity is material consideration for this Agreement.

Territory:

Exceptions: Service Provider may engage in activities described on an exception list agreed in writing by Client and Provider (if any).

3. Term

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with Section 9.

3.2 Renewal. This Agreement shall automatically renew for successive periods of unless either Party provides written notice of non-renewal at least prior to the end of the then-current Term.

4. Compensation

4.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below and in any attached Schedule. Unless otherwise agreed, fees shall be due in accordance with the Payment Schedule.

4.2 Invoicing. Service Provider shall submit invoices in sufficient detail to permit Client to verify amounts billed. Unless otherwise agreed, Client shall pay invoices within days of receipt.

5. Expenses

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Expenses in excess of require prior written approval by Client.

6. Performance Standards

6.1 Standard of Performance. Service Provider shall use commercially reasonable efforts and personnel with appropriate skill to meet performance standards and delivery schedules agreed by the Parties.

7. Confidentiality

7.1 Confidential Information. Each Party acknowledges that it will receive nonpublic, confidential or proprietary information of the other Party ("Confidential Information"). Each Party shall hold Confidential Information in confidence, shall not disclose it to third parties except as necessary to perform under this Agreement, and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Duration. The obligations set forth in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

8. Intellectual Property

8.1 Work Product Ownership. All deliverables and work product specifically prepared for Client pursuant to this Agreement (the "Work Product") shall be the exclusive property of Client upon full payment for such Work Product. Service Provider hereby assigns to Client all right, title and interest in and to such Work Product, including all intellectual property rights.

8.2 Pre-Existing Materials. Service Provider shall retain ownership of its pre-existing materials and tools used in performing the Services; provided that Service Provider grants Client a nonexclusive, royalty-free license to use such pre-existing materials solely as incorporated into the Work Product.

9. Termination

9.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

9.2 Termination Without Cause. Either Party may terminate this Agreement without cause upon prior written notice to the other Party.

9.3 Effect of Termination. Upon termination, Service Provider shall cease work, deliver all Work Product and all Client materials, and Client shall pay all undisputed amounts due for Services performed through the effective date of termination.

10. Indemnification

10.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights in the Work Product, except to the extent caused by Client's gross negligence or willful misconduct.

10.2 By Client. Client shall indemnify and hold harmless Service Provider for claims arising from Client-provided materials, specifications, or Client's negligence or willful misconduct.

11. Insurance

Service Provider shall maintain at its expense insurance coverage adequate for the Services, including commercial general liability and professional liability coverage with limits not less than per occurrence, and shall provide certificates of insurance upon request.

12. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that its execution and performance will not violate any agreement with third parties, and that it will comply with all applicable laws in performing its obligations hereunder.

13. Compliance with Laws

Each Party shall perform its obligations under this Agreement in compliance with all applicable laws, regulations and rules. Service Provider shall maintain all licenses and permits required to perform the Services.

14. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or as updated by written notice pursuant to this Section.

15. Amendments; Waiver

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

16. 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.

17. Entire Agreement

This Agreement, together with any Schedules or Exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

18. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

19. Counterparts; Assignment

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets.

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