Rollstone Agreement Template

ROLLSTONE AGREEMENT TEMPLATE

This Rollstone Agreement ("Agreement") is entered into as of by and between:

Service Provider Name: — Address:

Client Name: — Address:

Recitals

WHEREAS, Service Provider is in the business of providing technical development, consulting, and related services, and has represented that it possesses the skills, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services under the terms and conditions set forth in this Agreement, and Service Provider desires to accept such engagement; and

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

Scope of Work

Payment Terms

Any amounts not paid within days of the due date shall accrue interest at per month, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Unless otherwise stated, fees are exclusive of taxes. Each party is responsible for its own payroll taxes, withholding obligations and similar statutory obligations. Service Provider is engaged as an independent contractor and is responsible for all taxes on amounts paid hereunder.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after receipt of written notice describing the breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral or written, that is marked or identified as confidential or that a reasonable person would understand to be confidential. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information shall not include information that is or becomes publicly available other than through a receiving party's breach, or that is rightfully received from a third party without restriction. Upon termination, each party shall return or destroy the other party's Confidential Information upon written request.

Intellectual Property

Except as otherwise provided in a written statement of work, Service Provider assigns to Client all rights, title and interest in and to deliverables specifically created for Client under this Agreement, subject to Client's timely payment of all fees due. Service Provider retains ownership of background technology and general skills, know-how, and methodologies developed prior to or outside the scope of this Agreement. If applicable, the parties shall execute further instruments reasonably necessary to effectuate such assignment.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, AND THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Independent Contractor

Service Provider is an independent contractor and is not an employee, agent, or partner of Client. Service Provider shall have sole responsibility for payment of its employees' and subcontractors' compensation and benefits and all applicable employment taxes.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for breach of confidentiality or intellectual property provisions and that injunctive relief may be appropriate in addition to any other remedies. Notices shall be given in writing to the addresses set forth above and shall be deemed given when delivered personally or three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested.

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