Pricing Rate Card

PRICING RATE CARD

Client Name:     Service Provider Name:     Effective Date:

RECITALS

WHEREAS, Client desires to engage Service Provider to provide professional services and deliverables as set forth in this Pricing Rate Card and any related statements of work; and

WHEREAS, Service Provider maintains established pricing, rates and billing practices described herein and will perform work according to the Scope of Work and payment terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree that this Pricing Rate Card establishes the rates, terms, and conditions applicable to the provision of services beginning on the Effective Date.

SCOPE OF WORK

RATE SCHEDULE

The following rates apply to services performed by Service Provider unless otherwise agreed in writing in a separate statement of work. Rates are exclusive of applicable taxes and reasonable out-of-pocket expenses unless stated otherwise.

PAYMENT TERMS

In consideration for services rendered, Client shall pay Service Provider in accordance with the applicable rates above and the following terms.

Invoices are due within days of invoice date. Unless otherwise agreed in writing, Client shall pay invoiced amounts in full without setoff or deduction.

Past-due amounts shall accrue interest at % per month (or the maximum permitted by law) plus a late charge of , whichever is greater.

TERM AND TERMINATION

This Rate Card shall commence on the Effective Date and remain in effect until unless earlier terminated as provided below.

Either party may terminate this Rate Card for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 30 days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other 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 shall not include information that (a) is or becomes publicly known through no breach of this Rate Card; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any 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 use at least the same degree of care to protect the disclosing party's confidential information as it uses to protect its own confidential information of a similar nature, but not less than a reasonable degree of care. Confidential information may be disclosed to the extent required by law, provided the receiving party gives the disclosing party prompt notice and cooperates in any effort to limit or contest such disclosure.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Rate Card, together with any incorporated statements of work or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment to this Rate Card must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Rate Card is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Rate Card without the prior written consent of the other, except to a successor to substantially all of a party's business by merger or sale of assets.

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