Service Agreement Template

SERVICE AGREEMENT

This Service Agreement (the Agreement) is entered into as of by and between (Service Provider) and (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses relevant expertise and personnel to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth in this Agreement, and Service Provider is willing to perform such services under the terms and conditions contained herein.

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

1. SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment, supervision and other items and services necessary to complete the services described above in a professional and workmanlike manner consistent with industry standards. Any material change in the scope of work shall require a written Change Order signed by both parties describing the change and any adjustments to fees or schedule.

2. PAYMENT TERMS

Unless otherwise agreed in writing: (a) Client shall pay Service Provider the fees set forth above according to the Payment Schedule; (b) Service Provider shall submit invoices in accordance with the Payment Schedule; and (c) Client shall pay all undisputed invoices within days of receipt.

If Client fails to pay any undisputed amount when due, Service Provider may suspend performance until payment is made, and Client shall be responsible for reasonable costs of collection, including attorneys' fees and court costs.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches the Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred up to the effective date of termination. Sections concerning Confidentiality, Indemnification, Liability, and Governing Law shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other 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 shall: (a) protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted in this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. Upon termination, each party shall return or destroy Confidential Information of the other party upon request.

5. WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a competent, professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or signed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets provided that the assignee assumes Service Provider's obligations hereunder.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice to the other. Notices shall be effective upon receipt.

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