On Call Service Agreement

ON CALL SERVICE AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized professional and technical services on an on-call basis and maintains the personnel, equipment, and expertise necessary to furnish such services; and

WHEREAS, Client desires to retain Service Provider to provide on-call services as set forth in this Agreement from time to time, and Service Provider is willing to provide such services under the terms and conditions set forth herein.

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

Scope of Work

Service Provider shall make qualified personnel available to perform the services described above upon Client request. Response time standards, prioritization of calls, escalation procedures, and any subconsultant engagement shall be governed by the Scope of Work and any work orders issued under this Agreement. Service Provider shall perform services as an independent contractor and not as an employee of Client.

Payment Terms

Client shall compensate Service Provider in accordance with the following terms. Fees payable under this Agreement are exclusive of applicable taxes and reimbursements unless otherwise stated.

Hourly billing at $ per hour

Monthly retainer of $

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning on the date payment is due. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for a breach that cannot reasonably be cured within thirty (30) days.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is already in the receiving party's possession without restriction; (c) is rightfully received from a third party without an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, (ii) not use Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or with prior written consent of the disclosing party. These obligations shall continue for years following termination.

Liability; Indemnity

Except for breaches of confidentiality or willful misconduct, each party's liability to the other for any claim arising under this Agreement shall be limited to direct damages and shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special, or punitive damages. Service Provider shall indemnify and hold Client harmless from claims arising out of Service Provider's gross negligence or willful misconduct.

Independent Contractor; Subcontracting

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties. Service Provider may engage subcontractors to perform services provided that Service Provider remains responsible for performance and compliance with this Agreement.

Notices

All notices, demands or other communications 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 in writing. Notices shall be effective upon personal delivery, one (1) business day after delivery to a reputable overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, together with any work orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating formal proceedings. Time is of the essence only where explicitly indicated.

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