Professional Services Predisurge Contract

PROFESSIONAL SERVICES PREDISURGE CONTRACT

This Professional Services Predisurge Contract ("Agreement") is made as of Effective Date: by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider has specialized expertise and experience in providing technical, advisory and operational services related to pre-launch readiness and surge-preparedness (the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services in connection with the Client's Predisurge program described as:

WHEREAS, the parties intend to set forth their rights, obligations and the commercial terms by this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services described in Section 2 and any statement of work executed under this Agreement. "Deliverables" means all tangible and intangible work product delivered to Client under this Agreement. "Confidential Information" means non-public information disclosed by a party and identified as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services to be provided by Service Provider shall include, without limitation, planning, assessment, readiness testing, documentation, personnel training, and advisory support as set forth in the scope below. Service Provider will perform the Services in accordance with the schedule and milestones agreed by the parties.

2.2 Any changes to the scope shall be made only by written amendment or a written statement of work signed by authorized representatives of both parties, which shall specify any change in price or schedule.

3. TERM

3.1 This Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 14.

4. COMPENSATION

4.1 Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees shall be due and payable in accordance with the invoicing terms in Section 5.

4.2 All fees are exclusive of taxes and of reimbursable expenses approved in advance by Client.

5. INVOICING AND PAYMENT

5.1 Service Provider shall submit invoices in accordance with the agreed schedule. Invoices shall describe Services performed, hours expended (if hourly), expenses and applicable taxes. Client shall pay undisputed amounts within days of receipt of invoice.

5.2 Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less.

6. EXPENSES

6.1 Client will reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. Individual reimbursable expense items in excess of require prior written consent.

7. CONFIDENTIALITY

7.1 Each party shall protect Confidential Information of the other with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement, or that was rightfully known to the recipient prior to disclosure.

7.2 The obligations of confidentiality shall survive for years following termination or expiration of this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Subject to payment in full of all amounts due hereunder, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement. Service Provider retains all right, title and interest in its pre-existing materials, tools, methodologies and know-how ("Service Provider IP").

8.2 To the extent Service Provider IP is incorporated in any Deliverable, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Service Provider IP solely as incorporated in the Deliverable for Client's internal business purposes.

9. WARRANTIES; DISCLAIMER

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, the exclusive remedy shall be re-performance of the deficient Services or, if Service Provider cannot remedy the breach within a reasonable period, a refund of fees attributable to the deficient Services.

9.2 EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.1, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of (a) Service Provider's gross negligence or willful misconduct in performance of the Services, or (b) Service Provider's breach of Section 8 (IP) or Section 7 (Confidentiality).

10.2 Client shall indemnify, defend and hold harmless Service Provider for claims arising from Client's misuse of the Deliverables or Client-provided information that infringes a third party's rights.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTIONS 7 OR 8, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. DAMAGES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. INSURANCE

12.1 Service Provider shall maintain commercial general liability and professional liability insurance in amounts sufficient to cover its obligations under this Agreement, with minimum limits of per occurrence, and shall provide certificates of insurance upon request.

13. TERMINATION

13.1 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Client may terminate for convenience upon days' prior written notice and shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

14. NOTICES

14.1 All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested) or email to an authorized representative provided that a copy is simultaneously sent by one of the foregoing methods.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties' original intent.

18. AMENDMENT; WAIVER; COUNTERPARTS

18.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. 18.2 No waiver shall be effective unless in writing and signed by the waiving party. 18.3 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. EXECUTION

The persons signing this Agreement represent that they are authorized to bind their respective parties to the terms and conditions herein.

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