Individual Services Contract

INDIVIDUAL SERVICES CONTRACT

This Individual Services Contract (the "Agreement") is entered into as of by and between Service Provider Name: , Service Provider, with principal address: (hereinafter "Service Provider"), and Client Name: , with principal address: (hereinafter "Client"). Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider possesses the skills, experience and qualifications to perform professional services in the area identified in Section 1; and

WHEREAS, Client desires to engage Service Provider to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to such services.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 11.

2.2 Renewal. Any renewal or extension of the Term shall be in writing and signed by both Parties.

3. COMPENSATION

3.1 Fees. As consideration for the Services, Client shall pay Service Provider as follows:

3.2 Expenses. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services upon presentation of receipts or other documentation.

4. INVOICES AND PAYMENT

4.1 Invoicing. Service Provider shall submit invoices to Client in accordance with the Payment Terms. Each invoice shall itemize Services performed, hours (if applicable), and expenses incurred.

4.2 Late Payments. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor for all purposes under this Agreement. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the Parties. Service Provider is solely responsible for all taxes, withholdings, benefits and insurance related to its personnel.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by either Party to the other that is designated confidential or that reasonably should be understood to be confidential.

6.2 Obligations. The receiving Party shall (i) maintain Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to its employees, contractors and advisors who need to know and who are bound to confidentiality obligations at least as protective as those in this Agreement.

6.3 Exceptions. Confidential Information does not include information that is or becomes generally available to the public through no act or omission of the receiving Party, or that is rightfully obtained from a third party without restriction.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Work Product. Subject to Client's payment in full of all amounts due under this Agreement, all tangible and intangible work product created by Service Provider specifically for Client in the course of performing the Services (the "Work Product") shall be deemed a work made for hire and shall be the sole and exclusive property of Client. To the extent any Work Product does not qualify as a work made for hire, Service Provider hereby irrevocably assigns and transfers to Client all right, title and interest in and to such Work Product, including all intellectual property rights.

7.2 Pre-existing Materials. Notwithstanding the foregoing, Service Provider shall retain ownership of its pre-existing materials, methodologies, tools and know-how that are used in the performance of the Services, provided that Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials to the extent incorporated into the Work Product.

Service Provider may display Work Product in its portfolio or marketing materials only if Client consents in writing: (check if allowed)

8. INDEMNIFICATION

Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights arising from the Services.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Enter cap amount if different:

10. INSURANCE

Service Provider shall maintain insurance appropriate to the Services, including commercial general liability and, if applicable, professional liability/errors & omissions insurance, with minimum limits of:

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

11.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by an authorized representative of each Party. No waiver of any breach shall constitute a waiver of any other breach.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any written exhibits or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16. 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. Signatures provided by electronic means or in scanned form shall be binding.

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