Joint Service Contract

JOINT SERVICE CONTRACT

This Joint Service Contract (the "Agreement") is made as of by and between Party Name: , Entity Type: , Principal Place of Business: (hereinafter "First Party"), and Party Name: , Entity Type: , Principal Place of Business: (hereinafter "Second Party"). First Party and Second Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties desire to collaborate to provide the services described herein to third-party clients as joint providers pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties have complementary capabilities and agree to allocate responsibilities, fees, and liabilities between them for the joint provision of such services; and

WHEREAS, the Parties wish to set forth their respective obligations, payment terms, intellectual property rights, confidentiality obligations, and dispute resolution procedures in a single binding Agreement.

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

1. DEFINITIONS

1.1 "Client" means any third-party recipient of the Services procured by the Parties. Client Name (if specified for a project):

1.2 "Services" means the tasks, deliverables, and professional activities described in Section 2 below.

2. SCOPE OF SERVICES

2.1 The Parties shall jointly provide the following services:

2.2 Service Location(s):

3. JOINT RESPONSIBILITIES; ALLOCATION OF WORK

3.1 Each Party shall perform the portion of the Services allocated to it in accordance with the schedule and standards set forth in this Agreement. Allocation of responsibilities (percentage or description):

3.2 Each Party shall appoint a primary project representative responsible for coordinating performance and communications. First Party Representative: ; Second Party Representative:

4. FEES AND PAYMENT

4.1 Fees payable by Client for the Services shall be collected by the Parties as agreed below. Total contract fee (if fixed): ; Billing currency:

4.2 Payment allocation between the Parties shall be: First Party Share ; Second Party Share

4.3 Invoicing and Payment Terms: The Parties shall issue invoices to Client in the name of . Payment is due within days of invoice date. Late payments shall accrue interest at .

5. EXPENSES

5.1 Reimbursable expenses reasonably incurred by either Party in connection with the Services shall be reimbursed by Client if pre-approved in writing. Expense approval and invoicing procedure:

6. INTELLECTUAL PROPERTY

6.1 Except as otherwise agreed in writing, work product created jointly by the Parties in the performance of Services shall be owned as follows:

6.2 Each Party grants the other a non-exclusive, royalty-free license to use pre-existing materials solely to the extent necessary for performance of the Services.

7. CONFIDENTIALITY

7.1 Each Party shall treat as confidential all non-public information disclosed by the other Party or by Client in connection with the Services and shall not disclose such information 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 set forth in this Agreement.

7.2 Confidentiality obligations shall survive termination of this Agreement for a period of years.

8. WARRANTIES; DISCLAIMERS

8.1 Each Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIABILITY AND INDEMNIFICATION

9.1 Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (an "Indemnified Party") from and against any third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or breach of this Agreement, subject to the limitations set forth herein.

9.2 Neither Party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations.

10. INSURANCE

10.1 Each Party shall maintain, at its own expense, insurance appropriate to the Services and in amounts customary for the industry. Minimum coverage requirements:

11. TERM AND TERMINATION

11.1 Term: This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

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

11.3 Effect of Termination: Upon termination, the Parties shall cooperate to wind down services in an orderly manner and shall be paid for services properly performed and unreimbursed expenses incurred through the effective date of termination.

12. NOTICES

12.1 All notices and other communications 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 designates by notice in accordance with this Section.

13. AMENDMENT AND WAIVER

13.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14. DISPUTE RESOLUTION

14.1 The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to mediation prior to commencing litigation.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice-of-law principles.

15.2 Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral.

15.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent of the Parties.

16. MISCELLANEOUS

16.1 Counterparts; Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

16.2 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 or sale of substantially all assets.

AUTHORIZED REPRESENTATIVES

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