Incorporated Services Contract

INCORPORATED SERVICES CONTRACT

This Incorporated Services Contract ("Agreement") is made and entered into as of by and between Client Name: , a business entity incorporated under the laws of (hereinafter "Client"), and Service Provider Name: , a business entity incorporated under the laws of (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and represents that it has the necessary corporate authority, personnel, facilities and expertise to perform such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform certain services for the benefit of Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations concerning such services in this written Agreement.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

"Services" means the services to be performed by Provider for Client as described in Section 2 and any statement of work executed under this Agreement.

"Deliverables" means materials, reports, software, documentation, designs, data and other items delivered to Client in connection with the Services.

2. SCOPE OF SERVICES

Provider shall perform the Services described below in a professional, timely and workmanlike manner and in accordance with the standards commonly observed in Provider's industry. Provider shall provide the following services:

Provider shall provide personnel reasonably necessary to perform the Services. Any change to the scope of Services shall be made only by written amendment signed by authorized representatives of both Parties, which shall specify any adjustments to compensation and schedule.

3. TERM

The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 13, shall continue for a period of (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall subject to the Parties' written agreement.

4. COMPENSATION AND PAYMENT

Client shall pay Provider for the Services as set forth below. Unless otherwise agreed, fees are due within days of receipt of an undisputed invoice.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for any sales, use or other taxes imposed on the supply of Services, excluding taxes based on Provider's net income.

5. INVOICES

Provider shall submit invoices to Client in a form reasonably acceptable to Client. Each invoice shall describe the Services performed, the time period covered, the applicable fees, and any reimbursable expenses. Client shall notify Provider of any disputed amounts within ten (10) days of receipt; undisputed amounts shall be paid in accordance with Section 4.

6. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential. The receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing Party. Confidential Information does not include information that: is or becomes publicly known through no breach of this Agreement; is rightfully received from a third party without restriction; is independently developed without use of Confidential Information; or is required to be disclosed by law, provided the disclosing Party gives prompt notice where legally permissible and cooperates in any protective order or confidential treatment.

7. INTELLECTUAL PROPERTY

Except as otherwise expressly set forth in a written statement of work, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, and Provider shall execute any documents reasonably requested to effectuate such assignment. Provider retains ownership of Provider's pre-existing intellectual property and tools ("Background IP"). To the extent Background IP is embedded in Deliverables, Provider grants Client a nonexclusive, worldwide, royalty-free license to use such Background IP solely as necessary to use the Deliverables for Client's internal business purposes.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed materially in accordance with applicable statements of work and with reasonable skill and care. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

Provider shall defend, indemnify and hold Client harmless from and against all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of Provider's representations, warranties or obligations under this Agreement. Client shall indemnify Provider to the extent any claim arises from Client's negligence, willful misconduct, or Client's breach of the Agreement.

11. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services and customary in Provider's industry, including commercial general liability and professional liability coverage. Upon Client's reasonable request, Provider shall furnish evidence of such insurance.

12. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Client may terminate for convenience upon thirty (30) days' prior written notice to Provider, in which case Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

13. NOTICES

Any notice or other communication required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless 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.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with any executed statements of work, 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 written or oral, relating to such subject matter.

17. 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 in any way be affected or impaired.

18. COUNTERPARTS

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. Execution and delivery by electronic signature or scanned copy shall be valid and binding.

ADDITIONAL ADMINISTRATIVE INFORMATION

ENTITY TYPE

Client entity type: Corporation LLC Partnership

Provider entity type: Corporation LLC Partnership

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