Offering Services Contract

OFFERING SERVICES CONTRACT

This Offering Services Contract (the "Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with principal place of business at . Each of Provider and Client is a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is in the business of offering professional services in the field described below and possesses the expertise, personnel, and resources necessary to perform those services; and

WHEREAS, Client desires to engage Provider to provide certain services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services to be provided by Provider.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: "Services" means the services described in Section 2 and in the Scope of Services; "Deliverables" means tangible or intangible work product produced by Provider for Client under this Agreement; "Confidential Information" has the meaning set forth in Section 7; "Term" has the meaning set forth in Section 3.

2. SERVICES

Provider shall perform the services described below (the "Services") for Client in a professional and workmanlike manner, consistent with industry standards. The specific scope, milestones, schedule, and acceptance criteria for the Services are as follows:

3. TERM

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 4. The Parties may extend the Term by written agreement signed by authorized representatives of both Parties.

4. TERMINATION

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party of not less than days. Either Party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

5. FEES AND PAYMENT

As consideration for the Services, Client shall pay Provider the fees and expenses described below. Provider shall invoice Client in accordance with the schedule set forth. Unless otherwise agreed in writing, invoices are due and payable within days of the invoice date. Late payments shall accrue interest at a rate of .

6. EXPENSES

Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided such expenses are pre-approved in writing by Client. Reimbursable expenses shall be invoiced with supporting documentation and payable in accordance with Section 5.

7. CONFIDENTIALITY

Each Party agrees to hold in confidence Confidential Information disclosed by the other Party and to use such information only for the performance of this Agreement. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing Party's Confidential Information. The obligations in this Section survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing materials, methodologies, processes, and other Background IP. Subject to Client's payment in full of all fees due under this Agreement, Provider grants to Client a non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes. Any transfer or assignment of intellectual property rights shall be documented in a separate written instrument signed by both Parties.

9. WARRANTIES; DISCLAIMER

Provider represents that it will perform the Services in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify, defend and hold harmless Provider from claims arising from Client's use of the Deliverables other than in accordance with this Agreement or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY RESULTING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED . THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY.

12. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement establishes an employment, agency, partnership or joint venture relationship between the Parties. Provider is solely responsible for all taxes and other statutory withholdings applicable to Provider and its personnel.

13. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services provided, including commercial general liability and professional liability insurance with minimum limits of per occurrence (or equivalent coverages). Provider shall provide certificates of insurance upon Client's request.

14. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including laws relating to data protection, export controls and employment.

15. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), or by email when confirmed in writing by the receiving Party.

16. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to best effect the intent of the Parties.

20. COUNTERPARTS

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. Facsimile or electronic signatures shall be binding.

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