Foundation Services Contract

FOUNDATION SERVICES CONTRACT

This Foundation Services Contract ("Agreement") is made and entered into as of by and between Foundation Name: with principal place of business at , and Service Provider Name: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Foundation seeks to retain the Service Provider to perform certain services in support of the Foundation's charitable programs and operations as further described below; and

WHEREAS, the Service Provider has represented that it possesses the experience, personnel, facilities and expertise necessary to perform such services in a professional manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Service Provider will provide such services to the Foundation.

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

1. SCOPE OF SERVICES

1.1 Services. The Service Provider shall perform the services described in Schedule A attached hereto and incorporated herein by reference (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. TERM

2.1 Term. This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with Section 8.

3. COMPENSATION AND PAYMENT

3.1 Fees. In consideration for the Services, the Foundation shall pay the Service Provider the fees set forth below and in Schedule B. Fees shall be invoiced in accordance with Section 3.2.

3.2 Invoices; Payment Terms. The Service Provider shall submit invoices to the Foundation monthly (unless otherwise agreed). Unless otherwise stated on the invoice, the Foundation shall pay undisputed amounts within days of receipt. Disputed amounts shall be resolved in good faith in accordance with Section 12.

3.3 Expense Reimbursement. The Foundation shall reimburse reasonable pre-approved expenses incurred by the Service Provider in connection with performance of the Services upon submission of receipts and documentation.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Each receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care used to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information except to employees, consultants and legal advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is known to the receiving Party at time of disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and opportunity to seek protective measures.

4.4 Duration. The obligations of confidentiality shall survive termination of this Agreement for a period of unless otherwise required by applicable law.

5. INTELLECTUAL PROPERTY

5.1 Work Product. All materials, deliverables and work product first created or developed by the Service Provider specifically for the Foundation under this Agreement (collectively "Work Product") shall be the exclusive property of the Foundation upon payment in full for the applicable Services. To the extent any such Work Product is not a work made for hire, the Service Provider hereby assigns and agrees to assign to the Foundation all right, title and interest in and to such Work Product.

5.2 Pre-Existing Materials. Notwithstanding the foregoing, the Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how. The Service Provider grants the Foundation a perpetual, nonexclusive, royalty-free license to use such pre-existing materials solely as incorporated in the Work Product delivered under this Agreement.

6. INSURANCE AND INDEMNIFICATION

6.1 Insurance. The Service Provider shall maintain commercial general liability insurance with limits not less than per occurrence and professional liability insurance with limits not less than . Upon request, the Service Provider shall provide certificates evidencing such coverage.

6.2 Indemnification. The Service Provider shall indemnify, defend and hold harmless the Foundation, its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Service Provider's breach of this Agreement, (b) the Service Provider's negligence or willful misconduct, or (c) any claim that the Work Product infringes the intellectual property rights of a third party, except to the extent caused by Foundation materials or Foundation's breach.

7. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of each Party arising out of or relating to this Agreement shall not exceed the total fees paid by the Foundation to the Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

8. TERMINATION

8.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

8.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

8.3 Effect of Termination. Upon termination, the Service Provider shall deliver all Work Product and invoice the Foundation for all Services performed through the effective date of termination. The Foundation shall pay undisputed amounts in accordance with Section 3.

9. RECORDS AND AUDIT

The Service Provider shall maintain complete and accurate records relating to the performance of the Services and the charges invoiced to the Foundation for a period of three (3) years following final payment. The Foundation or its authorized representative shall have the right, during normal business hours and upon reasonable notice, to inspect and copy such records.

10. COMPLIANCE WITH LAW

Each Party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including without limitation those relating to employment, tax withholding, export controls and non-discrimination.

11. ASSIGNMENT AND SUBCONTRACTING

The Service Provider shall not assign or transfer this Agreement or subcontract any material portion of the Services without the prior written consent of the Foundation, which consent shall not be unreasonably withheld. Notwithstanding any permitted subcontracting, the Service Provider shall remain fully responsible for performance of the Services.

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, national overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt to the addresses below.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right shall be deemed a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

14.2 Entire Agreement. This Agreement, including all schedules and exhibits hereto, 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.

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

MISCELLANEOUS PROVISIONS

15.1 Relationship of the Parties. The Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, agency or joint venture relationship.

15.2 Publicity. Neither Party shall issue any public announcement regarding the other Party or the Services without the other Party's prior written consent, except as required by law.

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