Private Service Agreement

PRIVATE SERVICE AGREEMENT

This Private Service Agreement ("Agreement") is made and entered into as of by and between Client Name: with a principal place of business at (\"Client\"), and Service Provider Name: with a principal place of business at (\"Service Provider\").

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services as more particularly described in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the services described as follows (the "Services"):

1.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws, rules and regulations.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 11.

2.2 Renewal. Any renewal or extension of the Term shall be effective only upon a written agreement signed by both parties.

3. COMPENSATION

3.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below:

4. INVOICING AND PAYMENT

4.1 Invoices. Service Provider shall submit invoices to Client for fees and reimbursable expenses. Each invoice shall reasonably itemize Services performed and expenses incurred during the period covered by the invoice.

4.2 Payment. Client shall pay undisputed amounts within days of Client's receipt of an invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. During the Term and thereafter, each party shall hold in confidence and shall not disclose to any third party any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential, including business and technical information, pricing, customer data, and trade secrets ("Confidential Information").

5.2 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) is rightfully received by the receiving party from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or legal process, provided the disclosing party is given prompt notice and assistance in seeking a protective order.

6. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall have no authority to bind Client or incur any obligation on Client's behalf except as expressly provided in this Agreement. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

7. INTELLECTUAL PROPERTY

7.1 Deliverables. Subject to payment in full of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to the deliverables specifically prepared for Client under this Agreement (the "Deliverables"), to the extent such assignment is permitted by applicable law.

7.2 Preexisting Materials. Service Provider shall retain ownership of its preexisting intellectual property and tools; Service Provider grants Client a nonexclusive, worldwide, royalty-free license to the extent incorporated into the Deliverables solely for Client's internal use.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services will be performed in a professional manner and that the Deliverables, to the best of Service Provider's knowledge, will not infringe the intellectual property rights of any third party.

9. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Service Provider's breach of any representation, warranty or covenant in this Agreement; or (b) any claim that the Deliverables infringe a third party's intellectual property rights, provided that Client gives Service Provider prompt written notice of such claim and cooperates in the defense.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR SERVICE PROVIDER'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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.

14.2 Entire Agreement. This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to substitute for the invalid provision a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

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