Legal Form

SERVICE AGREEMENT

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

RECITALS

WHEREAS, the Provider has the capability and expertise to perform the professional services described in this Agreement; and

WHEREAS, the Client desires to engage the Provider to perform certain services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship and the services to be provided.

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

1. SCOPE OF SERVICES

1.1 Services. The Provider shall perform the services and deliver the deliverables described in the Scope of Services attached to or described in this Agreement. The Scope of Services shall include the nature, standard and specific tasks to be performed.

2. TERM

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

2.2 Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice.

3. COMPENSATION; PAYMENT TERMS

3.1 Fees. The Client shall pay the Provider the fees set forth below. Compensation shall be computed in accordance with the selection indicated.

Fixed Fee — Amount:

Hourly Rate — Rate per hour: ; Estimated hours:

3.2 Invoicing and Payment. The Provider shall invoice the Client in accordance with the invoice schedule: . Payment is due within Payment Days: days of Client's receipt of a correct invoice. Late payments shall accrue interest at Interest Rate (annual %): % per month.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

4.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted by this Agreement; and (c) use it only to perform its obligations under this Agreement. The obligations in this Section shall survive termination for Confidentiality Duration (years): years.

5. INTELLECTUAL PROPERTY

5.1 Work Product. All deliverables and work product created by the Provider specifically for the Client under this Agreement ("Work Product") shall be considered work made for hire and, to the extent not owned by the Client by operation of law, the Provider hereby assigns to the Client all right, title and interest in and to the Work Product, subject to any third-party rights disclosed in writing prior to performance.

5.2 Provider Materials. Notwithstanding the foregoing, the Provider retains ownership of its pre-existing materials, know-how and tools ("Provider Materials"). The Provider grants the Client a non-exclusive, non-transferable license to use Provider Materials solely as incorporated into the Work Product.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Mutual Representations. Each party represents that it has the full right, power and authority to enter into and perform this Agreement in accordance with its terms.

6.2 Provider Warranty. The Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The foregoing warranty shall be the sole and exclusive warranty provided by the Provider and is subject to the remedies set forth in this Agreement.

6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Provider Indemnity. The Provider shall indemnify, defend and hold harmless the Client from and against any third-party claims resulting from Provider's negligent acts, willful misconduct, or breach of representations in this Agreement, provided the Client gives prompt written notice of any such claim and cooperates in the defense.

7.2 Client Indemnity. The Client shall indemnify, defend and hold harmless the Provider from and against any third-party claims resulting from Client's misuse of the Work Product or Client's breach of this Agreement.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED Liability Cap Amount: .

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) business days after deposit with a nationally recognized courier or postal service, addressed to the parties at the addresses set forth below or at such other address as either party may specify in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

10.2 Waiver. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision, nor shall any waiver be effective unless in writing and signed by the waiving party.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.3 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and agreements.

12. MISCELLANEOUS

12.1 Independent Contractor. The Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties.

12.2 Publicity. Neither party shall issue any press release or make public statements concerning the relationship or the terms of this Agreement without the prior written consent of the other party, except as may be required by law.

PARTY INFORMATION

Individual Corporation LLC Other:

Individual Corporation LLC Other:

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