Operator Services Agreement

OPERATOR SERVICES AGREEMENT

This Operator Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Operator Name: , with principal place of business at ("Operator"), and Client Name: , with principal place of business at ("Client"). Operator and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to retain Operator to provide certain technical, operational and administrative services in connection with Client's operations as more particularly described herein;

WHEREAS, Operator represents that it has the experience, personnel and facilities necessary to perform the services described in this Agreement;

WHEREAS, the Parties wish to set forth the terms and conditions under which Operator will perform such services for Client.

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

1. DEFINITIONS

1.1 "Services" means the operational, managerial, technical and administrative services to be provided by Operator to Client as set forth in Section 2 and in the Scope of Services.

1.2 "Deliverables" means all tangible and intangible results, reports, recordings, data and materials that Operator produces for Client in the course of performing the Services.

1.3 "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Operator shall perform the Services described in the Scope of Services attached hereto or described below. Operator shall exercise commercially reasonable efforts, consistent with industry standards, to perform the Services in a diligent, professional and workmanlike manner.

2.2 Change Orders. Any material change to the scope, schedule or deliverables shall be made only by written Change Order signed by authorized representatives of both Parties. The Change Order shall specify any adjustment to fees and schedule resulting from the change.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date set forth above and continue for an initial period of unless earlier terminated in accordance with Section 12. Thereafter the Agreement shall .

4. COMPENSATION

4.1 Fees. Client shall pay Operator the fees and reimbursements set forth in this Section. Fees due to Operator for provision of Services shall be as set forth in the Fee Schedule below or as otherwise agreed in a Change Order.

4.2 Expenses. Client will reimburse Operator for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services. All reimbursable expenses must be documented by receipts and submitted with the applicable invoice.

5. INVOICING AND PAYMENT

5.1 Invoices. Operator shall submit written invoices to Client in accordance with the Invoice Schedule. Each invoice shall describe the Services performed, Deliverables provided, expenses incurred and the amount due.

5.2 Payment Terms. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall bear interest at a rate of , or the maximum allowed by law, whichever is less.

6. CONFIDENTIALITY

6.1 Obligations. Each Party shall (a) hold the other Party's Confidential Information in strict confidence; (b) not use such Confidential Information except as necessary to perform its obligations under this Agreement; and (c) disclose such Confidential Information only to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

6.2 Exceptions. Confidential Information does not include information that is (a) publicly available through no fault of the receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party; or (d) required to be disclosed by law, provided the disclosing Party is given prompt notice and opportunity to seek protective relief.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Unless otherwise agreed in writing, Deliverables created by Operator specifically for Client in the performance of Services shall be deemed "Work Product." Ownership of Work Product shall be allocated as follows:

7.2 License. Subject to Client's timely payment of all amounts due, Operator hereby grants Client a non-exclusive, worldwide, royalty-free license to use and reproduce the Work Product for Client's internal business purposes. Operator retains the right to use general skills, know-how and techniques developed during performance of the Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) it will comply with all applicable laws in performing its obligations; and (c) its performance will not violate agreements with third parties.

8.2 Operator Warranty. Operator warrants that the Services will be performed in a professional manner consistent with industry standards for similar services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, OPERATOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

9.1 By Operator. Operator shall indemnify, defend and hold Client harmless from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Operator's negligent acts or willful misconduct in the performance of the Services or any breach of Operator's representations, warranties or covenants.

9.2 By Client. Client shall indemnify, defend and hold Operator harmless from and against claims arising out of Client's breach of this Agreement, Client Materials, Client's negligence, or Client's failure to obtain necessary consents or rights in Client Materials.

10. INSURANCE

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

11.2 Cap on Liability. The aggregate liability of each Party arising out of or relating to this Agreement shall not exceed or the total fees actually paid by Client to Operator under this Agreement during the preceding twelve (12) month period, whichever is greater.

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 this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Operator for Services performed and non-cancelable obligations incurred through the effective date of termination. Upon request, each Party shall return or destroy the other's Confidential Information and any other property as directed.

13. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, pandemics, labor disputes, governmental actions, utility failures, or other force majeure events; provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

14. 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 addresses as either Party may designate by written notice to the other).

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. The failure or delay of a Party to exercise any right shall not constitute a waiver of that right.

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

17.1 Entire Agreement. This Agreement, including any exhibits and Change Orders signed by the Parties, constitutes the entire agreement and supersedes all prior and contemporaneous agreements, understandings and negotiations between the Parties with respect to its subject matter.

17.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

17.3 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. Signatures delivered by electronic transmission shall be deemed originals.

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