Service Agreement for Arden El

Service Agreement for Arden El

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

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain services described herein, and Service Provider is willing and able to perform such services under the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth the terms governing the scope, compensation, confidentiality and other rights and obligations of the parties.

Scope of Work

Service Provider shall perform the services described in this Section in a professional and workmanlike manner in accordance with the schedule and deliverables set forth below. The scope may be amended only by written agreement signed by both parties.

Payment Terms

Client shall pay Service Provider the compensation specified below in consideration for the performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise specified.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at percent per month (or the maximum permitted by law, if less). In addition, Client shall be responsible for reasonable collection costs.

Term and Termination

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing not less than days' prior written notice to the other party. Upon termination for convenience Client shall pay Service Provider for work performed and documented expenses incurred through 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 be without prejudice to any other remedies available at law or in equity.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it solely to perform its obligations under this Agreement, and (iii) not disclose it to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of Confidential Information. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information and certify destruction where requested.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the corporate or legal authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a professional manner consistent with industry standards.

Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's negligent acts or willful misconduct in performing the services. Client shall indemnify Service Provider for claims arising from Client's misuse of deliverables or breach of this Agreement.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement.

Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employment relationship, joint venture or agency between the parties. Service Provider will be solely responsible for all taxes and obligations of its personnel. Service Provider shall maintain commercially reasonable insurance coverage where applicable and provide certificates upon reasonable request.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below by hand, certified mail, or nationally recognized courier. Notice is effective on receipt.

Governing Law; Entire Agreement; Amendment

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger or sale of all or substantially all of its assets.

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