Pricing Services Agreement

PRICING SERVICES AGREEMENT

This Pricing Services Agreement ("Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Service Provider to develop, propose, and manage pricing models, fee schedules, or rate proposals for the products and services described in this Agreement; and

WHEREAS, Service Provider has the professional expertise, personnel, and systems necessary to perform pricing analysis, rate development, and related advisory work in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide pricing services as described in this Section and any attached statements of work. The services shall include, without limitation, analysis of cost structure, development of proposed pricing schedules, creation of pricing models, documentation of assumptions, sensitivity analysis, and presentation of recommended pricing to Client's authorized representatives.

2. PRICING METHODOLOGY

The parties acknowledge that pricing may be established on one or more bases. Check the applicable methodology and specify required particulars.

Fixed Fee — Total Fee: $

Time and Materials — Hourly Rate: $ ; Estimated Hours:

Per-Unit Pricing — Unit Price: $ ; Units:

3. PAYMENT TERMS

Client shall pay Service Provider in accordance with the pricing methodology selected above. Unless otherwise stated in a mutually-executed statement of work, the payment terms are as follows:

Invoices are payable net days from the date of invoice. Past due amounts shall accrue interest at the lesser of per month or the maximum allowed by law, plus any costs of collection, including reasonable attorneys' fees.

4. TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Service Provider and Client shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. Upon termination of this Agreement, receiving party shall return or destroy Confidential Information as requested by the disclosing party, except to the extent retention is required by law or reasonable back-up procedures.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to methodologies, models, templates, tools, and other intellectual property developed prior to or outside the performance of this Agreement. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Any transfer or sublicensing requires Service Provider's prior written consent.

7. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense thereof. The indemnifying party shall control the defense and settlement of any such claim, provided that settlements that materially affect the rights or obligations of the indemnified party require its prior written consent.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any attached statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control, provided that the assignee assumes the assigning party's obligations. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Pricing Services Agreement by their duly authorized representatives.

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