Intercompany Services Agreement

INTERCOMPANY SERVICES AGREEMENT

This Intercompany Services Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity organized as: under the laws of: , and Party B Name: , an entity organized as: under the laws of: .

RECITALS

WHEREAS, Party A and Party B are members of the same corporate group and wish to set forth the terms pursuant to which one party will provide services to the other on an arm's-length basis; and

WHEREAS, the Parties intend that services provided under this Agreement will be charged in accordance with applicable transfer pricing principles and the Parties' internal policies; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the provision, receipt, and payment of such services.

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

1. DEFINITIONS

1.1 "Affiliate" means, with respect to a Party, any entity that Controls, is Controlled by, or is under common Control with that Party. "Control" means ownership of more than fifty percent (50%) of the voting interests.

1.2 "Services" means the services described in Schedule A (Scope of Services) attached hereto and incorporated by reference, and any additional services agreed in writing by the Parties.

2. SCOPE OF SERVICES

2.1 Provision of Services. Service Provider: shall provide the Services to Receiving Party: in accordance with the terms and specifications set forth in Schedule A and this Agreement.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of , unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either Party may terminate this Agreement on no less than days' prior written notice to the other Party.

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

4. FEES, INVOICING AND PAYMENT

4.1 Fees. The Receiving Party shall pay the Service Provider the fees set forth in Schedule B (Fees) in the currency specified therein. Fees shall be calculated in accordance with the rates, time records and expense policies set forth in Schedule B.

4.2 Invoicing. Service Provider shall submit itemized invoices at least monthly unless otherwise agreed. Each invoice shall reference the Agreement and provide sufficient detail to permit the Receiving Party to verify the charges.

4.3 Payment Terms. Unless otherwise stated in Schedule B, amounts invoiced shall be due and payable within days of the date of invoice. Late payments shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, Affiliates, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

5.3 Exceptions. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach by the Receiving Party, was already rightfully known by the Receiving Party without obligation of confidentiality, or is rightfully obtained by the Receiving Party from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party shall retain all right, title and interest in and to its pre-existing intellectual property and materials ("Background IP"). Nothing in this Agreement shall transfer or assign any Background IP.

6.2 Work Product. Except as expressly provided in Schedule C, all work product, inventions, improvements, and deliverables created by Service Provider specifically in the performance of the Services ("Work Product") shall be the exclusive property of the Receiving Party upon receipt of full payment for the applicable Services. To the extent ownership does not automatically vest, Service Provider hereby assigns and agrees to assign all right, title and interest in such Work Product to the Receiving Party.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

7.1 Mutual Representations. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate action.

7.2 Service Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider shall, at its expense, re-perform the nonconforming Services. This remedy shall be the Receiving Party's exclusive remedy for breach of the Service Warranty.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither Party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of each Party for all claims arising out of or relating to this Agreement shall in no event exceed the total fees paid or payable by Receiving Party to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

8.2 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Receiving Party and its Affiliates from and against any third-party claims arising out of (a) Service Provider's gross negligence or willful misconduct in connection with the performance of the Services; or (b) breach of intellectual property rights by the Work Product.

8.3 Indemnification by Receiving Party. Receiving Party shall indemnify and hold harmless Service Provider from and against claims arising out of Receiving Party's use of the Services in violation of this Agreement or applicable law.

9. INSURANCE

9.1 Insurance Requirements. Each Party shall maintain at its own expense insurance coverage customary for the industry and sufficient to cover its liabilities under this Agreement, including commercial general liability and employer's liability. Upon request, each Party shall provide evidence of such insurance.

10. SUBCONTRACTING AND ASSIGNMENT

10.1 Subcontracting. Service Provider may engage subcontractors to perform Services provided that Service Provider remains responsible for performance and compliance with this Agreement. Service Provider shall ensure subcontractors are subject to confidentiality obligations consistent with Section 5.

10.2 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an Affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either Party may designate by written notice).

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. A waiver of any breach or default under this Agreement must be in writing. Failure or delay by either Party to enforce any right or remedy will not operate as a waiver of such right or remedy.

13. GOVERNING LAW; DISPUTE RESOLUTION

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

13.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any controversy or claim arising out of this Agreement through negotiation between senior executives. If the dispute is not resolved within days, the Parties may pursue remedies in the courts specified in Section 13.1 unless the Parties agree in writing to use arbitration.

14. MISCELLANEOUS

14.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties.

14.2 Entire Agreement. This Agreement, including all Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, that provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

14.4 Counterparts and Electronic Execution. 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 transmitted by electronic means shall be binding.

SCHEDULES

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