Fixed Fee Services Agreement

FIXED FEE SERVICES AGREEMENT

This Fixed Fee Services Agreement ("Agreement") is made as of by and between Service Provider: (entity type: Individual Corporation LLC Other ) with principal place of business at , and Client: (entity type: Individual Corporation LLC Other ) with principal place of business at .

RECITALS

WHEREAS, Service Provider possesses the expertise and resources to perform the professional services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services for a fixed fee and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance of services, payment of fees, and ownership of work product.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Services" means the professional services to be performed by Service Provider as described in Section 2; "Deliverables" means the tangible or deliverable results of the Services; "Fixed Fee" means the total amount payable to Service Provider as set forth in Section 3.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described below and in any Statement of Work that is incorporated into this Agreement by reference. The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

3. FIXED FEE; PAYMENT

Client shall pay Service Provider a fixed, non-adjustable fee in consideration for the Services, subject to the terms of this Agreement. The Fixed Fee shall constitute full compensation for all Services and Deliverables, except for pre-approved reimbursable expenses as set forth in Section 4.

Late payments shall accrue interest at the rate of on outstanding amounts, or the maximum rate permitted by law, whichever is less.

4. EXPENSES

Service Provider shall be responsible for all ordinary costs of performance unless otherwise agreed in writing. Reimbursable out-of-pocket expenses require Client's prior written approval and shall be invoiced in accordance with Section 3.

5. CHANGES; ADDITIONAL WORK

Any change in the scope of Services that would increase the Fixed Fee or materially affect the Project schedule shall require a written change order executed by authorized representatives of both Parties. Fees for additional work will be set forth in the change order.

6. TERM AND TERMINATION

The term of this Agreement commences on and continues until completion of the Services or until , unless earlier terminated in accordance with this Section. Either Party may terminate for material breach if the breaching Party fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice, in which case Client shall pay Service Provider for all Services performed and reasonable work-in-progress costs through the effective date of termination.

7. ACCEPTANCE; DELIVERY

Deliverables shall be delivered in the manner and at the times specified in the applicable Statement of Work. Client shall have days after delivery to inspect and accept or reject Deliverables. Rejection must be accompanied by written reasonably specific deficiencies. Service Provider shall use commercially reasonable efforts to cure any deficiency within a mutually agreed period.

8. CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential. Each Party agrees to: (a) maintain the other's Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement or that is rightfully received from a third party without restriction.

9. INTELLECTUAL PROPERTY

Except as otherwise expressly agreed in writing, upon full payment of the Fixed Fee, Service Provider assigns to Client all right, title and interest in and to the Deliverables that are created specifically for Client under this Agreement. Service Provider retains ownership of its background intellectual property and tools, and grants Client a nonexclusive, perpetual, worldwide license to use such background materials solely as embodied in the Deliverables. The Parties will execute any additional instruments reasonably necessary to effectuate such assignment or license.

10. WARRANTIES; DISCLAIMER

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Service Provider's election, re-performance of the nonconforming Services or refund of amounts paid for such Services. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified Party shall provide prompt notice of any claim and cooperate in the defense, provided that failure to give such notice will not relieve the indemnifying Party except to the extent prejudiced by such failure.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

13. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance with limits reasonably adequate for the Services provided. Upon request, Service Provider shall furnish certificates evidencing such insurance.

14. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employment, agency, partnership, or joint venture relationship between the Parties. Service Provider shall have sole responsibility for payment of wages, taxes and other benefits to its personnel.

15. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section. Notices shall be deemed delivered upon personal delivery, one business day after deposit with an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

16. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

17. 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.

18. ENTIRE AGREEMENT

This Agreement, including all Statements of Work and signed change orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' intent.

20. 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 instrument. Signatures delivered by electronic means (including scanned images) shall be effective and binding.

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