Job Service Agreement

JOB SERVICE AGREEMENT

This Job Service Agreement ("Agreement") is entered into effective as of between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires certain job services described herein and possesses authority to engage a contractor to perform the work; and

WHEREAS, Contractor represents that Contractor has the experience, personnel, equipment and licenses necessary to perform the services set forth in this Agreement and is willing to perform such services under the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: .

Payment Schedule: . Contractor shall submit written invoices in accordance with the schedule set forth above. Unless otherwise agreed in writing, invoices are due and payable within days of receipt.

Late Payment: Any undisputed late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reimbursement of reasonable collection costs and attorneys' fees incurred by Contractor in enforcing payment.

Expenses and Taxes: Client shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance. Unless expressly stated otherwise, all fees are exclusive of taxes; Client shall be responsible for sales, use, value-added or similar taxes imposed on services.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the effective termination date. In the event of termination for convenience, Contractor shall be paid for Services performed and reasonable incurred costs through the effective date of termination.

Termination for Cause: Either party may immediately terminate this Agreement for material breach by the other party that remains uncured for a period of ten (10) days following written notice specifying the breach. Termination for cause does not relieve the breaching party from liability for damages arising from the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, including business, technical, financial and pricing information, but excluding information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; or (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality.

Obligations: The Receiving Party shall (i) 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; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Return or Destruction: Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing the return or destruction, except that Receiving Party may retain one archival copy solely for compliance purposes.

Survival: The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise expressly agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to work product, deliverables and inventions conceived, reduced to practice or created by Contractor in the course of performing the Services (collectively, "Work Product") upon full payment of all amounts due under this Agreement. Contractor retains ownership of Contractor's pre-existing intellectual property and tools.

License to Contractor Tools: To the extent Contractor's pre-existing tools, methods or templates are embedded in the Work Product, Contractor grants Client a nonexclusive, worldwide, royalty-free license to use the deliverables for Client's internal business purposes.

INDEPENDENT CONTRACTOR; TAXES

Status: Contractor is an independent contractor. Nothing in this Agreement creates an employment, agency or partnership relationship. Contractor is solely responsible for all taxes, withholdings and other statutory obligations applicable to compensation paid to Contractor.

WARRANTIES, INDEMNITY, AND LIMITATION OF LIABILITY

Limited Warranty: Contractor warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Contractor's sole obligation, and Client's exclusive remedy for breach of this warranty, shall be re-performance of nonconforming Services or, at Contractor's option, refund of fees actually paid for the deficient Services.

Indemnity: Contractor shall indemnify and hold harmless Client from and against third-party claims arising out of Contractor's negligence or willful misconduct in performing the Services. Client shall indemnify Contractor for claims arising from Client's gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, a party's breach of its confidentiality obligations or indemnity obligations, in no event shall either party be liable to the other for any incidental, consequential, special or punitive damages. Each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid to Contractor under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment: No modification, amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, provided that either party may assign to an affiliate or successor in interest without consent so long as the assignee assumes all obligations hereunder.

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