Service Company Agreement

SERVICE COMPANY AGREEMENT

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

RECITALS

WHEREAS, Service Provider is duly organized and qualified to perform professional services in the field described in this Agreement and has the experience, staff and resources required to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider is willing to provide such services under the terms and conditions set forth below; and

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

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Service Provider shall supply all labor, materials, equipment and supervision necessary to complete the described services unless otherwise expressly agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider as compensation for the services rendered in accordance with the fee structure selected below. Unless otherwise stated, all fees are payable in U.S. dollars and are exclusive of taxes for which Client is responsible.

Fixed fee    Time and materials (hourly)

Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Client must pay each undisputed invoice within thirty (30) days of receipt. Disputed portions of any invoice must be submitted in writing with supporting detail; undisputed portions remain payable in accordance with this Section.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) 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.

The obligations of confidentiality shall not apply to information that (i) is or becomes publicly known without breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law or by a government authority, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes through good-faith negotiation prior to commencing any formal legal action.

ENTIRE AGREEMENT

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

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

AUTHORITY

Each party represents and warrants that the individual signing below has full power and authority to enter into this Agreement on behalf of the respective party and to bind the party to the terms and conditions contained herein.

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