Massachusetts Agreement

MASSACHUSETTS AGREEMENT

This Agreement is made and entered into as of by and between First Party Name: with principal place of business at (hereinafter "First Party"), and Second Party Name: with principal place of business at (hereinafter "Second Party").

RECITALS

WHEREAS, First Party is engaged in the business of providing certain goods and services and possesses personnel, facilities, and expertise relevant to the project described herein;

WHEREAS, Second Party desires to engage First Party to provide such goods and services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement be construed and governed by the laws of the Commonwealth of Massachusetts and that their respective rights and obligations be set forth in writing;

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Services" means the tasks, deliverables and obligations described in Section 2 and in the Service Description. The initial Service Description is set forth as follows:

2. SCOPE OF SERVICES

2.1 Performance. First Party shall perform the Services in a professional and workmanlike manner consistent with industry standards. First Party shall furnish all personnel, equipment and materials necessary to perform the Services except as expressly set forth in this Agreement.

2.2 Changes. Any material changes to the scope of Services shall be made only by written amendment signed by authorized representatives of both parties, which shall include any adjustments to fees, schedule or deliverables.

3. COMPENSATION; PAYMENT

3.1 Fees. In consideration for the performance of the Services, Second Party shall pay First Party the fees set forth below: Amount: $.

3.2 Payment Terms. Unless otherwise agreed in writing, invoices shall be due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. TERM; TERMINATION

4.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by providing written notice to the other party and a cure period of days; if the breach is not cured within such period, the non-breaching party may terminate this Agreement immediately upon written notice.

4.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon days prior written notice to the other party; in such event, Second Party shall pay First Party for Services performed and reimbursable expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means all non-public information disclosed by a party in connection with this Agreement, whether disclosed orally, visually or in writing, 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.

5.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession without restriction prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5.4 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, First Party shall retain ownership of all preexisting intellectual property and tools used in performing the Services. Subject to full payment of all fees due hereunder, First Party hereby grants to Second Party a nonexclusive, nontransferable license to use deliverables created specifically for Second Party solely for Second Party's internal business purposes.

6.2 Third-Party Materials. If Services incorporate third-party materials, First Party shall obtain any necessary licenses and shall notify Second Party of any third-party license terms that may affect use of the deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

First Party further warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 By First Party. First Party shall indemnify, defend and hold harmless Second Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of First Party's negligence, willful misconduct, or material breach of this Agreement.

8.2 By Second Party. Second Party shall indemnify, defend and hold harmless First Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Second Party's negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, OR DAMAGES ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT, OR $, WHICHEVER IS LESS.

10. INSURANCE

During the term of this Agreement, each party shall maintain insurance coverage appropriate to its obligations hereunder, including commercial general liability insurance. Upon reasonable request, a party shall provide certificates of insurance evidencing such coverage.

11. NOTICES

Notices to First Party

Notices to Second Party

Notices shall be in writing and shall be deemed given when delivered personally, delivered by courier, or three business days after deposit in the United States mail, postage prepaid, to the addresses set forth above or such other addresses as either party may specify in writing.

12. ASSIGNMENT

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

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

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