Service Agreement Contract

SERVICE AGREEMENT CONTRACT

This Service Agreement Contract (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: . Each of the foregoing is sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to obtain certain services as further described in this Agreement, and Service Provider represents that it has the expertise, personnel and resources to provide such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the services and deliverables to Client; and

WHEREAS, the Parties intend that the performance of services, compensation, ownership of deliverables and allocation of risk be governed by the terms of this Agreement.

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

1. DEFINITIONS

"Services" means the professional services described in Section 2 and any statements of work incorporated into this Agreement. "Deliverables" means tangible or digital work product provided to Client resulting from the Services. "Confidential Information" means information that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

2. SERVICES

2.1 Scope. Service Provider shall perform the Services described in the scope below and any attached statements of work. Service Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

2.2 Acceptance. Client shall have days following delivery of a Deliverable to inspect and either accept or reject the Deliverable in writing. If Client does not provide timely written notice of rejection specifying material nonconformities, the Deliverable will be deemed accepted.

3. TERM

The term of this Agreement commences on the Effective Date and continues for a period of months unless earlier terminated in accordance with Section 12. The Parties may extend the term by mutual written agreement.

4. COMPENSATION; INVOICING

4.1 Fees. Client shall pay Service Provider fees in accordance with the fee schedule set forth below or in an attached statement of work. Unless otherwise stated, fees are exclusive of taxes and reimbursable expenses.

4.2 Invoices and Payment. Service Provider shall submit invoices describing Services performed and applicable fees. Client shall pay undisputed amounts within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. EXPENSES

Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services upon receipt of appropriate supporting documentation. Expenses exceeding require prior written approval.

6. CONFIDENTIALITY

Each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose it to third parties except as expressly permitted herein, and shall use it only for purposes of performing under this Agreement. The obligations set forth in this Section shall survive termination for a period of five (5) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Pre-Existing Materials. Each Party retains all right, title and interest in its pre-existing materials, tools and methodologies.

7.2 Work Product. Unless otherwise agreed in writing, all Deliverables and work product created specifically for Client by Service Provider pursuant to this Agreement will be the exclusive property of Client upon full payment of all fees and expenses due under this Agreement; Service Provider hereby irrevocably assigns all right, title and interest in such Deliverables to Client.

8. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Service Provider is solely responsible for withholding and paying any required taxes and contributions.

9. REPRESENTATIONS; WARRANTIES

Each Party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner and will conform to the material specifications set forth in this Agreement for a period of months following acceptance.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, or gross negligence.

10.2 Limitation of Liability. Except for liability arising from a Party's breach of confidentiality, willful misconduct, or indemnification obligations, neither Party's aggregate liability for claims under this Agreement shall exceed the total fees paid by Client to Service Provider pursuant to this Agreement in the twelve (12) months preceding the claim. In no event shall either Party be liable for consequential, incidental, special, or punitive damages.

11. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance with limits customary for similarly situated service providers. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receiving written notice. Either Party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below (or to such other address as either Party may designate by notice). Notices are effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts and by electronic signature, 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 laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. ADDITIONAL PROVISIONS

PARTY CONTACT INFORMATION

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