Initial Service Contract

INITIAL SERVICE CONTRACT

This Initial Service Contract ("Contract") is made effective as of by and between Service Provider: and Client Name: (collectively, the "Parties").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services described herein and possesses the qualifications, experience, and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Contract on the terms and conditions contained herein; and

WHEREAS, the Parties intend that this Contract set forth the full agreement regarding those services and the Parties' rights and obligations.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES

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

2. TERM

2.1 Initial Term. The initial term of this Contract shall commence on and continue until unless earlier terminated in accordance with this Contract.

2.2 Renewal. The term shall automatically renew for successive month periods unless either Party gives written notice of non-renewal at least days prior to the then-current term expiration.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth herein in consideration for the Services. Unless otherwise stated, fees are exclusive of taxes and reimbursable expenses.

3.2 Expenses. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the Services provided that such expenses are pre-approved in writing by Client.

4. INVOICING AND PAYMENT

Service Provider shall submit invoices to Client in accordance with the schedule set forth below. Unless otherwise agreed, Client shall pay invoiced amounts within days of receipt. Late payments shall accrue interest at the rate of % per annum.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public business, technical, financial and other information disclosed by a Party to the other Party, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Recipient shall use Confidential Information solely to perform under this Contract, shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and shall not disclose Confidential Information except to its employees or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

5.3 Exceptions. Confidential Information does not include information that: (a) was known to Recipient before disclosure; (b) is or becomes publicly known through no breach by Recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and methodologies. All deliverables specifically created for Client pursuant to this Contract and paid in full shall be owned by Client, subject to Service Provider's ownership of underlying tools, processes, and know-how.

6.2 License. To the extent Service Provider retains any intellectual property rights in deliverables, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use such materials for Client's internal business purposes.

7. INDEPENDENT CONTRACTOR

The Parties agree that Service Provider is an independent contractor. Nothing in this Contract shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties. Service Provider shall be solely responsible for all taxes and withholdings arising from compensation paid to Service Provider.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Contract and to perform its obligations hereunder. Service Provider further warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards.

9. INDEMNIFICATION

9.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence or willful misconduct in the performance of the Services.

9.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's use of deliverables in a manner not contemplated by this Contract or from Client-provided materials.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT SHALL NOT EXCEED .

11. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability/errors & omissions insurance in amounts sufficient to cover its obligations under this Contract. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. TERMINATION

12.1 For Convenience. Either Party may terminate this Contract for convenience upon days' prior written notice to the other Party.

12.2 For Cause. Either Party may terminate immediately for cause if the other Party materially breaches this Contract and fails to cure such breach within days after receipt of written notice specifying the breach.

12.3 Payment on Termination. Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for authorized expenses incurred.

13. NOTICES

All notices, requests, demands and other communications shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other Party.

14. AMENDMENT AND WAIVER

This Contract may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver by either Party of any breach shall constitute a waiver of any subsequent breach.

15. COUNTERPARTS

This Contract 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.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

16.2 Entire Agreement. This Contract, including all exhibits and attachments hereto, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.

16.3 Severability. If any provision of this Contract is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

ADDITIONAL PROVISIONS

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