Professional Services Giant SCN

PROFESSIONAL SERVICES AGREEMENT — GIANT SCN

This Professional Services Agreement (the "Agreement") is entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Service Provider").

WHEREAS

WHEREAS, Service Provider represents that it has the professional skill, personnel and resources necessary to perform the services described in this Agreement and is duly qualified and experienced to perform such services in a professional manner consistent with industry standards;

WHEREAS, Client desires to retain Service Provider to provide the services described in this Agreement, and Service Provider is willing to perform such services on the terms and conditions set forth herein;

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

1. SCOPE OF WORK

Service Provider shall perform the professional services and deliverables described below in accordance with this Agreement and any schedules or statements of work executed by the parties.

2. PAYMENT TERMS

Compensation for the Services shall be as follows. Client shall pay Service Provider the total fee of USD, payable according to the schedule below.

Invoices shall be submitted by Service Provider and are due and payable within days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late fee percent: % per month.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of 15 days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Service Provider may be terminated for convenience by Client subject to the notice period set forth above.

4. CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information, including but not limited to trade secrets, client lists, strategies, pricing, and proprietary materials. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as permitted by law.

5. INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider shall maintain insurance coverage customary for the services performed and shall furnish evidence of such insurance upon request. Service Provider shall indemnify, defend and hold harmless Client from claims, liabilities and expenses arising from Service Provider's negligence or willful misconduct in performing the Services, except to the extent caused by Client's negligence or breach.

6. LIMITATION OF LIABILITY

Except for damages resulting from a party's willful misconduct or breach of confidentiality or its indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Each party's aggregate liability for any claim arising out of this Agreement shall not exceed the fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. 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 law principles.

8. ENTIRE AGREEMENT

This Agreement, including any schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may specify in writing in accordance with this section.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder. The parties confirm that their signatories have the authority to bind them.

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