Outsourced Service Contract

OUTSOURCED SERVICE CONTRACT

This Outsourced Service Contract (“Agreement”) is entered into as of by and between Client Name: (Entity Type: Corporation LLC Individual) with principal place of business at ; and Service Provider: (Entity Type: Corporation LLC Individual) with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain services and operational support as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to the delivery, payment for, and supervision of the services.

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

1. DEFINITIONS

1.1 “Services” means the tasks, deliverables and ongoing operational activities described in Section 2 and in Attachment A (Scope of Services). Terms defined elsewhere in this Agreement have the meanings ascribed to them where used.

2. SCOPE OF SERVICES

Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards, applicable law, and the schedule set forth in the Scope of Services.

3. TERM AND RENEWAL

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 14. The Agreement shall automatically renew for an additional term of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. COMPENSATION AND PAYMENT

Client shall pay Service Provider the amounts set forth above. Estimated monthly/periodic fees: Payment terms: Invoices shall be submitted and are payable within days of receipt. Late payments shall accrue interest at .

5. CHANGE ORDERS

Any changes to the Scope of Services shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall state the changes, any price adjustments, and any schedule modifications. Service Provider shall not be required to perform services that are outside the Scope of Services without a fully executed change order.

6. CONFIDENTIALITY

Each party (the “Receiving Party”) shall keep confidential all non-public information disclosed by the other party (the “Disclosing 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"). Confidential Information shall not include information that (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was in the Receiving Party’s possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Confidentiality obligations shall continue for following termination or expiration of this Agreement.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing tools, methodologies, know-how and other intellectual property. As between the parties, all work product and deliverables specifically created for Client under this Agreement ("Deliverables") shall be owned by Client Service Provider subject to the licenses and assignments set forth below.

8. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the subcontractor’s performance and compliance with this Agreement. Client may withhold consent to a proposed subcontractor for reasonable cause if prior written notice is provided to Service Provider.

Yes — written consent required

9. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control, data protection, privacy, labor and tax laws. Service Provider shall obtain and maintain all permits and licenses necessary to perform the Services.

10. WARRANTIES; DISCLAIMER

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards and in material compliance with the Scope of Services for a period of following delivery. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party’s gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

12. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED .

13. INSURANCE

Service Provider shall maintain insurance coverage appropriate to the Services provided, including commercial general liability, professional liability (errors and omissions) and workers' compensation as required by law. Service Provider shall provide certificates of insurance upon Client’s request.

14. TERMINATION

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination and any non-cancellable obligations.

15. TRANSITION ASSISTANCE

Upon termination or expiration, Service Provider shall provide transition assistance reasonably requested by Client for up to days at rates set forth in the Fee Structure or at a mutually agreed rate.

16. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

17. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising out of this Agreement.

18. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Agreement, together with any attachments and fully executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, written or oral, concerning such subject matter. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties. 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.

19. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a change of control, provided that the assignee assumes all obligations hereunder.

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