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This Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: Client Entity Type: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain certain services relating to the project described in Exhibit A (the "Services"); and

WHEREAS, Provider represents that it has the expertise, personnel and resources to perform the Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of the Services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Services" means the services described in Exhibit A and any change orders agreed in writing. "Deliverables" means tangible or intangible items delivered by Provider in performance of the Services. "Confidential Information" means non-public information disclosed by one party to the other 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.

2. SERVICES; PERFORMANCE

Provider shall perform the Services with due professional care, in a timely manner and in accordance with industry standards. Provider shall provide Deliverables in accordance with the schedule set forth in Exhibit A. Provider shall notify Client promptly of any delays and shall use commercially reasonable efforts to mitigate such delays.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party, subject to payment for Services performed and reimbursable expenses incurred through the effective date of termination.

4. COMPENSATION; PAYMENT

Client shall pay Provider the fees and expenses set forth in Exhibit B. Provider shall submit invoices in accordance with the schedule set forth in Exhibit B. Unless otherwise stated, Client shall pay undisputed invoices within thirty (30) days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of taxes, and Client shall pay all applicable taxes imposed on fees except for taxes based on Provider's net income.

5. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other's Confidential Information and shall not disclose such information to any third party except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations. The obligations of confidentiality do not apply to information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of its preexisting materials, tools and methodologies. Upon full payment, Provider assigns to Client all right, title and interest in and to Deliverables specifically created for Client under this Agreement, subject to Provider's retained rights in preexisting materials. Provider hereby grants Client a perpetual, worldwide, non-exclusive license to any Provider preexisting materials incorporated into the Deliverables solely to the extent necessary to use the Deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the authority to enter into this Agreement and that performance will not violate any agreement with a third party. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's negligent acts, willful misconduct, or infringement of third-party intellectual property rights caused by Provider's Deliverables, provided that Client gives Provider prompt written notice of any claim, allows Provider to control the defense and settlement, and cooperates in the defense. Client shall indemnify Provider for claims arising from Client's materials or instructions that infringe third-party rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the Services and shall provide certificates of insurance upon Client's request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify by written notice in accordance with this Section. Notices are effective upon delivery by personal delivery, nationally recognized overnight courier, or five (5) days after deposit in the United States mail, postage prepaid.

12. AMENDMENTS; WAIVER

No amendment to this Agreement is binding unless in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver of that right or any other right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement, including all Exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned PDF) shall be effective and binding.

EXHIBIT A — DESCRIPTION OF SERVICES

EXHIBIT B — FEES AND PAYMENT SCHEDULE

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