Project Service Agreement

PROJECT SERVICE AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services in connection with the project described as: (the "Project");

WHEREAS, Service Provider represents that it has the skill, personnel, and resources necessary to perform such services under the terms set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. Deliverables shall conform to the specifications and timeline set forth in this Agreement and any attached statements of work.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise agreed in writing, fees are exclusive of taxes and reimbursable expenses.

Invoices shall be submitted in writing and are payable within days of receipt unless otherwise agreed. Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date or completion of the Scope of Work, unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for cause upon material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all work performed and reasonable, non-cancellable obligations incurred through the termination date.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or identified as confidential or that by its nature would reasonably be considered confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Agreement; and (c) not disclose it to any third party except as necessary to perform the Agreement and subject to confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates with any reasonable effort to limit disclosure or obtain a protective order. The obligations of confidentiality survive termination for a period of months, except with respect to trade secrets which shall survive as long as the information qualifies as a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. Upon full payment, Service Provider assigns to Client all right, title, and interest in and to deliverables specifically created for Client under this Agreement, excluding Service Provider's underlying methodologies, tools, and know-how. The parties shall execute further documents as reasonably necessary to effectuate such assignment.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state specified above.

Entire Agreement; Amendment

This Agreement, together with any attached statements of work or exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. If any provision is held unenforceable, the remaining provisions remain in full force. Headings are for convenience only and do not affect interpretation.

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