Non-Profit Services Contract

NON-PROFIT SERVICES CONTRACT

This Non-Profit Services Contract (the "Agreement") is entered into as of by and between Client Name: , a nonprofit organized under State of formation: , with principal address: ("Non-Profit") and Service Provider Name: , entity type: Individual Nonprofit Corporation LLC Other, with principal address: ("Contractor").

RECITALS

WHEREAS, Non-Profit operates charitable programs and requires services to support its mission; and

WHEREAS, Contractor possesses experience and capacity to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment and deliverables for such services.

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

1. SERVICES

1.1 Scope. Contractor shall provide the services and deliverables described in Exhibit A attached hereto and incorporated herein by reference (the "Services"). Exhibit A shall set forth detailed tasks, performance standards, milestones and acceptance criteria. To the extent of any inconsistency between Exhibit A and this Agreement, the terms of this Agreement shall control.

1.2 Performance Standard. Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards applicable to similar non-profit program services and shall comply with reasonable directions issued by Non-Profit project staff.

2. TERM

The term of this Agreement shall commence on the Effective Date identified above and continue until , unless earlier terminated as provided in Section 12.

3. COMPENSATION; PAYMENT

3.1 Fees. Non-Profit shall pay Contractor fees in the amount of $ for performance of the Services, subject to the milestones and schedule set forth in Exhibit A.

3.2 Invoices and Payment. Contractor shall submit invoices describing Services performed and amounts due. Payment shall be due within days of Non-Profit's receipt of a correct and undisputed invoice. Non-Profit may withhold payment for nonconforming or incomplete deliverables until corrected.

3.3 Reimbursable Expenses. Non-Profit will reimburse Contractor for preapproved, reasonable out-of-pocket expenses incurred in performance, subject to submission of receipts and evidence of expenditure. Maximum reimbursable amount: $ unless separately approved in writing.

4. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, or legal representative of Non-Profit for any purpose. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations arising from compensation paid hereunder.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated in writing 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. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All deliverables and materials developed specifically for Non-Profit under this Agreement (the "Work Product") shall be deemed works for hire to the extent permitted by law. To the extent any Work Product is not a work for hire, Contractor hereby irrevocably assigns to Non-Profit all right, title and interest therein, including copyrights, subject to Contractor's preexisting intellectual property rights identified in writing prior to execution.

6.2 License to Contractor Materials. Contractor may retain ownership of its background materials and tools, but grants Non-Profit a nonexclusive, perpetual, worldwide, royalty-free license to use any Contractor background materials embedded in the Work Product to the extent necessary to enjoy the Work Product.

7. COMPLIANCE WITH LAWS; BACKGROUND CHECKS

Contractor shall comply with all applicable laws, rules and regulations in performing Services, including those applicable to charities and charitable solicitation. Where required by Non-Profit policy, Contractor shall consent to background checks for personnel performing Services and shall not assign any person who fails such checks.

8. INSURANCE

Contractor shall maintain, at its expense, commercial general liability insurance and, where applicable, professional liability insurance with limits reasonably acceptable to Non-Profit. Upon request, Contractor shall deliver certificates evidencing such insurance and naming Non-Profit as an additional insured where required.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Non-Profit and its officers, directors and employees from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's breach of this Agreement, negligence, willful misconduct or infringement of third-party rights, except to the extent caused by Non-Profit's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for willful misconduct or Contractor's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Contractor's aggregate liability under this Agreement shall not exceed the total fees paid by Non-Profit to Contractor in the twelve (12) months preceding the event giving rise to the claim.

11. RECORDS; AUDIT

Contractor shall maintain complete and accurate records relating to its performance and any costs billed to Non-Profit for a period of at least three (3) years following final payment. Non-Profit shall have the right, upon reasonable notice and during normal business hours, to inspect and audit such records.

12. TERMINATION

12.1 For Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

12.2 For Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Contractor shall deliver all completed and in-progress Work Product and shall be entitled to payment for Services performed and reasonable, documented non-cancellable obligations incurred through the effective date of termination.

13. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed delivered when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses stated above or to such other address as either party may designate in writing.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be valid and binding.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 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 rules.

16.2 Entire Agreement. This Agreement, together with any exhibits or attachments, 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.

16.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to give effect to the original intent of the parties to the maximum extent permitted by law.

EXHIBIT A — DESCRIPTION OF SERVICES

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