Legal Execution Copy

LEGAL EXECUTION COPY

This Legal Execution Copy (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , Entity Type: Corporation LLC Partnership Individual, organized under the laws of State of: with principal place of business at ; and Party B Name: , Entity Type: Corporation LLC Partnership Individual, organized under the laws of State of: with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain products and/or services and has agreed to provide those products and/or services to Party B pursuant to the terms and conditions set forth herein; and

WHEREAS, Party B desires to retain Party A to perform the services and/or deliver the products described in this Agreement and to compensate Party A as set forth below; and

WHEREAS, the parties intend that this Agreement constitute the full and final agreement between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Execution Copy together with all schedules and exhibits attached hereto. "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Party A shall perform the services and/or deliver the products described in the statement of work attached as Exhibit A. A brief description of the primary services is provided below.

2.2 Party A shall perform the services in a professional and workmanlike manner in accordance with industry standards. Time is of the essence for delivery dates specified in Exhibit A.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until completion of the services unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any representation, warranty or obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing sixty (60) days' prior written notice to the other party. Upon termination, Party B shall pay Party A for all services performed and reimbursable expenses incurred through the effective date of termination.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the services, Party B shall pay Party A the amounts set forth in Exhibit B. The initial aggregate fee is .

4.2 Invoicing and Payment. Party A shall submit invoices in accordance with Exhibit B. Unless otherwise specified, payment is due within thirty (30) days of invoice receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement. The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Confidential Information does not include information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, (c) is rightfully received by the receiving party from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement, that execution and delivery have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6.2 Party A further represents that the services performed will conform in all material respects to the specifications set forth in Exhibit A and will be performed in accordance with applicable laws and professional standards.

7. INDEMNIFICATION

7.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold the other party and its officers, directors and employees harmless from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INSURANCE

9.1 During the term of this Agreement, Party A shall maintain insurance coverages customary for the industry and sufficient to cover its obligations under this Agreement. Upon request, Party A shall provide certificates of insurance evidencing such coverage.

10. NOTICES

10.1 All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by notice in accordance with this Section). Notices shall be deemed given when delivered personally, three (3) business days after deposit in the mail by certified mail, return receipt requested, or one (1) business day after deposit with an established overnight courier service.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

12.1 This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral.

13. SEVERABILITY

13.1 If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the extent reasonably possible and consistent with the parties' intent.

14. AMENDMENTS; WAIVER

14.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other rights.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

15.1 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 facsimile, electronic image or other electronic means shall be binding and deemed original signatures for all purposes.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, agency or employment relationship between the parties.

16.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

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