Service Agreement for 6-Month Term

SERVICE AGREEMENT — 6-MONTH TERM

This Service Agreement (the "Agreement") is made effective as of between Service Provider: , Address: ; and Client: , Address: .

Recitals

WHEREAS, Service Provider has the professional competence, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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

1. Scope of Work

Service Provider shall provide the professional services and deliverables described below. Services shall be performed in a timely and professional manner in accordance with industry standards and this Agreement.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All amounts are stated in U.S. dollars unless otherwise noted.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, amounts unpaid within days of invoice date shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). Client shall also be responsible for all reasonable collection costs and attorneys' fees incurred in enforcing payment.

3. Term and Termination

The term of this Agreement shall commence on and shall continue for six (6) months, terminating on , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred prior to termination.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information designated as confidential by the other party (the "Disclosing Party") or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is: (a) publicly available through no breach of this Agreement; (b) already known to the Receiving Party prior to disclosure; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by applicable law, provided the Receiving Party gives the Disclosing Party prompt notice and cooperates reasonably with the Disclosing Party's efforts to limit scope of such disclosure.

Upon termination or expiration of this Agreement, Receiving Party shall return or destroy, at Disclosing Party's election, all materials containing Confidential Information and certify destruction if requested in writing.

5. Relationship of the Parties; Indemnity

Service Provider is an independent contractor and shall be solely responsible for all federal, state and local taxes, insurance and withholding related to its performance. Nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties.

Each party shall indemnify, defend and hold harmless the other party from any third-party claims, liabilities, losses or expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, except to the extent caused by the indemnified party's own negligence or willful misconduct.

6. 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 in that State for resolution of disputes.

7. Entire Agreement; Amendments

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth above or such other address as a party may designate by notice. Notice shall be effective upon receipt.

9. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the parties.

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