MultiBoard Service Contract

MULTIBOARD SERVICE CONTRACT

This MultiBoard Service Contract (the "Agreement") is entered into as of Day: Month: Year: by and between Service Provider: (Entity Type: Individual Corporation LLC Partnership Other) with principal place of business at , and Client: (Entity Type: Individual Corporation LLC Partnership Other) with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Service Provider provides software-enabled board and meeting management, integration, and account administration services designed to support multi-board organizations and related stakeholders; and

WHEREAS, Client wishes to engage Service Provider to provide certain MultiBoard services and related deliverables under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that Service Provider will perform services and deliverables as described herein in exchange for the fees and on the schedules established in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the MultiBoard configuration, hosting, integration, maintenance, support, and ancillary services described in Section 2 and in Exhibit A (Service Description) attached hereto. Service Provider shall perform Services in accordance with the terms of this Agreement.

1.2 "Deliverables" means all tangible and intangible results and work product delivered to Client under this Agreement, including but not limited to configurations, integrations, documentation, reports, and updates.

2. SCOPE OF SERVICES

Service Provider shall provide the Services and Deliverables described in the Service Description. The Parties acknowledge that the Service Description may identify milestone-based activities, acceptance criteria, and any third-party products incorporated into the Services. Describe Services:

3. SERVICE LEVELS AND SUPPORT

3.1 Service Provider will use commercially reasonable efforts to provide Services in accordance with the service levels set forth below. Measured response time for critical incidents: ; non-critical incidents: .

3.2 Support hours, escalation procedures, and maintenance windows will be as specified in the Service Description. Service Provider will provide routine maintenance notifications in advance consistent with operational necessity.

4. FEES, EXPENSES AND PAYMENT

4.1 Client shall pay Service Provider the fees set forth in the Fee Schedule. Total agreed initial fee: . Recurring periodic fee: per .

4.2 Invoices are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. TERM AND TERMINATION

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

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days following written notice specifying the breach.

5.3 Termination for Convenience. Either Party may terminate for convenience upon days' prior written notice; fees for work performed through the effective date of termination shall be payable.

6. CONFIDENTIALITY

6.1 Each Party shall hold in confidence all Confidential Information disclosed by the other Party and shall not disclose such information except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" excludes information that is (a) publicly known other than by breach of this Agreement, (b) independently developed without reference to Confidential Information, or (c) rightfully obtained from a third party under no confidentiality obligation.

6.2 The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its preexisting intellectual property. Service Provider retains ownership of the Service Provider Technology, including improvements, updates and derivatives, and all intellectual property embodied therein.

7.2 License to Client. During the Term and subject to Client's compliance with this Agreement, Service Provider grants Client a non-exclusive, non-transferable right to access and use the Services and Deliverables solely for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

8.1 Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy and Service Provider's sole obligation will be re-performance of the affected Services or, if Service Provider cannot substantially correct the breach within a reasonable period, a refund of the fees paid for the affected Services.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claim alleging that the Service Provider Technology infringes such third party's United States intellectual property rights, provided that Client gives prompt written notice, permits Service Provider to control the defense and settlement, and cooperates in the defense.

9.2 Client shall indemnify, defend, and hold harmless Service Provider from and against claims arising from Client's negligence, willful misconduct, violation of law, or use of the Services in violation of this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INSURANCE

Service Provider shall maintain at its expense commercial general liability and professional liability insurance with limits not less than per occurrence and such other coverage as is customary for providers of similar services. Upon request, Service Provider will provide certificates of insurance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right unless evidenced in writing and signed by the waiving Party.

13.2 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. Execution by electronic signature or by delivery of a scanned signature shall be effective to bind the executing Party.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, including any exhibits and attachments hereto expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

16.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

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