Legal Execution Version

LEGAL EXECUTION VERSION

This Legal Execution Version (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: , a organized under the laws of with principal place of business at , and Party B Name: , a organized under the laws of with principal place of business at . Each of the foregoing shall sometimes be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services described as ; and

WHEREAS, Party B desires to retain Party A to perform such services and Party A is willing to perform the services on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their rights and obligations in this Agreement in a final, binding execution version.

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

1. DEFINITIONS

1.1 Defined Terms. Capitalized terms used in this Agreement and not otherwise defined have the following meanings: "Confidential Information" means all non-public, confidential, or proprietary information disclosed by a Party in any form; "Effective Date" means the date set forth above; "Term" has the meaning set forth in Section 4. Additional defined terms are set forth in-line where used.

2. SCOPE OF OBLIGATIONS

2.1 Services. Party A shall perform the services described in Appendix A (Services) in a professional and workmanlike manner consistent with prevailing industry standards. The scope of services may include deliverables, milestones, and acceptance criteria as mutually agreed in writing.

2.2 Cooperation. Each Party shall cooperate in good faith and provide such information and assistance as is reasonably necessary for performance of the obligations herein.

3. CONFIDENTIALITY

3.1 Duty of Confidentiality. Each Party shall hold in strict confidence and shall not use or disclose Confidential Information of the other Party except as necessary to perform its obligations under this Agreement or as required by law. The receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally known to the public through no act or omission of the receiving Party; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the disclosing Party's Confidential Information.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, unless earlier terminated in accordance with this Agreement (the Term).

4.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, each Party shall return or destroy the Confidential Information of the other Party and any unpaid amounts due for services performed prior to termination shall become immediately due and payable.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized.

5.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. INDEMNIFICATION

6.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's gross negligence, willful misconduct or material breach of this Agreement.

6.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Party B's use of deliverables in a manner not contemplated by this Agreement or Party B's material breach of this Agreement.

7. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. NOTICES

All notices, consents or other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as the receiving Party designates by prior written notice. Notices shall be deemed given when received.

9. AMENDMENTS; WAIVER

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

9.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing and signed by the Party granting the waiver.

10. COUNTERPARTS

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 delivered by electronic means shall be binding.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to its conflicts of law principles.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

11.3 Entire Agreement. This Agreement, together with any appendices and schedules referenced herein, 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 oral or written.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

12.2 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

AUTHORIZED REPRESENTATIVES

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