On-Demand Service Agreement

ON-DEMAND SERVICE AGREEMENT

This On-Demand Service Agreement (the Agreement) is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, the Service Provider maintains the personnel, equipment, and expertise to perform on-demand services as described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform such services on an as-requested basis, and the Service Provider is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the full understanding governing the provision of on-demand services between them.

Scope of Work

The Service Provider shall perform services described in individual Service Requests issued by the Client and accepted by the Service Provider. Each accepted Service Request shall specify the required tasks, performance standards, deliverables, and any special terms applicable to that Service Request. If a Service Request conflicts with this Agreement, this Agreement shall govern unless the parties expressly agree otherwise in writing.

Payment Terms

The Client shall pay the Service Provider in accordance with the following terms:

If any undisputed invoice is not paid when due, the Client shall pay interest on the overdue amount at the rate specified above, or if no rate is specified, at 1.5% per month, plus reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receiving written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses reasonably incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business and technical information, client lists, pricing, and proprietary processes.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of any obligation to the Disclosing Party; or (iv) is independently developed without use of Confidential Information.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice and cooperate with any efforts to seek protective relief. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

Independent Contractor; Insurance

The Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. The Service Provider shall be solely responsible for withholding taxes and other obligations arising from its performance hereunder. The Service Provider shall maintain at its expense insurance appropriate to the Services provided and shall furnish certificates upon Client's request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any accepted Service Requests and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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 either party may designate in writing. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

Limitation of Liability

Except to the extent caused by gross negligence or willful misconduct, neither party shall be liable to the other for any incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Each party's aggregate liability for claims arising under this Agreement shall not exceed the total amounts paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or intellectual property obligations and that equitable relief may be sought in addition to other remedies. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except to a successor in interest of all or substantially all of its business.

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