Market Development Services Agreement

MARKET DEVELOPMENT SERVICES AGREEMENT

This Market Development Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name: ; Address:

Client Name: ; Address:

RECITALS

WHEREAS, Service Provider has expertise and experience in market development, channel development, sales enablement, and related promotional activities in the industry sectors described in the Scope of Work; and

WHEREAS, Client desires to retain Service Provider to perform market development services to expand Client's market presence and generate qualified opportunities under the terms set forth in this Agreement; and

WHEREAS, Service Provider is willing to perform such services for Client under the terms and conditions of this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in writing and executed by authorized representatives of both parties as an amendment to this Agreement.

PAYMENT TERMS

Unpaid amounts shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower), plus any collection costs and attorneys' fees reasonably incurred by the non-breaching party.

Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the services. Pre-approval must be obtained in writing. Describe pre-approved expense categories:

TERM AND TERMINATION

Term Start Date: ; Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause 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.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the recipient; (b) was rightfully known to the recipient prior to disclosure; (c) is independently developed by the recipient without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

The recipient shall (i) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information; (ii) not use Confidential Information except to perform under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The confidentiality obligations set forth in this section shall continue for a period of after termination or expiration of this Agreement, except with respect to any trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, worldwide, royalty-free license to use deliverables provided under this Agreement for Client's internal business purposes. Pre-existing intellectual property of each party and any tools, methodologies, templates, or know-how retained by Service Provider shall remain the sole property of the originating party.

INDEMNIFICATION; INSURANCE

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct. Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts reasonably sufficient for the services provided and shall provide evidence of insurance upon Client's request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt to resolve any dispute arising under this Agreement by good faith negotiation between senior representatives. If negotiation fails, either party may pursue all available legal remedies in a court of competent jurisdiction located in the chosen state.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any written exhibits or amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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 this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier to the contact information set forth below or to such other address as a party designates by written notice.

CONTACTS FOR NOTICES

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