Matter Specification Template

MATTER SPECIFICATION TEMPLATE

This Matter Specification Template (the Agreement) is entered into as of Effective Date: , by and between Client Name: and Service Provider Name: . Matter Reference Number:

WHEREAS

WHEREAS, Client requires certain services, deliverables and related work described in this Agreement (the Matter); and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the Matter in accordance with the terms and specifications set forth herein; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, payment terms and other terms governing the performance of the Matter.

PARTIES AND CONTACTS

SCOPE OF WORK

Service Provider shall perform the following services for the Matter. The Scope of Work establishes the tasks, responsibilities, deliverables and acceptance criteria applicable to the Matter.

SCHEDULE

Estimated Start Date: . Estimated Completion Date: . Time is of the essence in performing the Scope of Work subject to permitted delays and approved change orders.

PAYMENT TERMS

Client shall pay Service Provider the Total Fee in accordance with the schedule below. All amounts are in United States dollars unless otherwise stated.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and, unless earlier terminated in accordance with this Section, will continue until Completion Date: .

Either party may terminate for convenience upon written notice delivered days prior to the intended termination date. Either party may terminate for material breach upon days' written notice if the breach has not been cured.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable, documented costs incurred through the effective date of termination and for approved, non-cancellable commitments.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all non-public information disclosed by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure (Confidential Information). Recipient shall not use Confidential Information for any purpose other than performing obligations under this Agreement, and shall not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by Recipient without reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek appropriate protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce and distribute Deliverables delivered under this Agreement for Client's internal business purposes. Service Provider shall retain ownership of its pre-existing intellectual property and tools, and nothing in this Agreement shall transfer ownership of Service Provider's underlying methodologies, templates or general know-how.

CHANGES AND CHANGE ORDERS

Any change to the Scope of Work, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Change orders shall set forth the change, any adjustment to fees and schedule, and any other modifications to the Agreement.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except for willful misconduct or gross negligence, each party's liability arising out of or relating to this Agreement shall be limited to direct damages up to the amount of fees paid by Client for the Matter; neither party shall be liable for consequential, incidental, special or punitive damages. Service Provider shall indemnify and hold Client harmless from third-party claims resulting from Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the parties are unable to resolve a dispute within 30 days, the dispute may be submitted to mediation. If mediation fails, either party may pursue any remedy available at law or in equity in the competent courts located in the selected state.

ENTIRE AGREEMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the Matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency or partnership relationship.

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