Proposed Service Agreement

PROPOSED SERVICE AGREEMENT

This Proposed Service Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: . The parties agree as follows.

RECITALS

WHEREAS: Client desires to engage Service Provider to perform certain services described in this Agreement, and Service Provider represents that it has the expertise, personnel and resources to perform such services in accordance with the terms set forth herein.

WHEREAS: The parties wish to set forth the terms and conditions under which Service Provider will provide services and Client will pay for such services.

WHEREAS: The parties intend that this Agreement operate as the complete and exclusive statement of their mutual understanding and agreement.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the following meanings: "Services" means the work described in Section 2; "Deliverables" means tangible or intangible items to be delivered to Client as specified in the Scope of Services; "Confidential Information" has the meaning set forth in Section 8.

2. SCOPE OF SERVICES

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. A detailed description of the Services is as follows:

Service Provider shall deliver the Deliverables and perform the Services according to the schedule set forth below or as otherwise agreed in writing.

3. TERM

The term of this Agreement shall commence on the Service Commencement Date and shall continue until completion of the Services or termination as provided in Section 13. Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure the breach within thirty (30) days after written notice.

4. COMPENSATION AND PAYMENT

Client shall pay Service Provider for Services in accordance with the rates and payment terms set forth below. All fees are exclusive of taxes, which Client shall pay where applicable.

5. EXPENSES

Client shall reimburse Service Provider for reasonable and documented out-of-pocket expenses incurred in connection with the performance of Services, provided that such expenses have been pre-approved in writing by Client. Reimbursable expenses shall be invoiced in the month incurred.

6. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (b) not use Confidential Information except to perform its obligations under this Agreement. Confidential Information does not include information that is publicly known through no breach of this Agreement or independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Service Provider retains all right, title and interest in any pre-existing intellectual property and methodologies used in performing the Services. Client shall receive a non-exclusive, non-transferable license to any Deliverables expressly identified as work-for-hire or otherwise assigned to Client in writing. To the extent any assignment of rights is required, Service Provider hereby assigns to Client all right, title and interest in Deliverables created specifically for Client upon full payment of fees due for those Deliverables.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

Service Provider represents and warrants that (a) it has the legal right and capacity to enter into this Agreement and to perform the Services, and (b) the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent caused by the Indemnifying Party's negligence, willful misconduct or material breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, 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 DURING THE PRIOR TWELVE (12) MONTHS.

11. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance in commercially reasonable amounts and provide evidence of such insurance upon Client's request. Maintenance of insurance shall not limit Service Provider's obligations under this Agreement.

12. TERMINATION

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach. Upon termination, Client shall pay Service Provider for services performed and documented expenses incurred through the effective date of termination. Sections that by their nature should survive termination shall survive.

13. NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be deemed given upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW

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.

16. ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

17. 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 replace the invalid provision with a valid provision that, to the extent possible, achieves the original economic intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Sign Now