Service Contract Agreement

SERVICE CONTRACT AGREEMENT

This Service Contract Agreement ("Agreement") is entered into as of by and between Service Provider: , a , with principal place of business at ; and Client: , with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services described below and represents that it has the skill, personnel and resources necessary to perform such services in a competent and professional manner; and

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

WHEREAS, the Parties intend that the services be provided on an independent contractor basis pursuant to the terms below.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the services described in the Service Description attached hereto as Schedule A and incorporated by reference (the "Services"). Service Provider shall perform the Services in a professional, workmanlike manner consistent with industry standards and shall comply with all applicable laws and regulations in performing the Services.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either Party may terminate this Agreement without cause by providing days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider for the Services the fees set forth below and in Schedule A. The fee for the Services shall be per .

3.2 Expenses. Client shall reimburse Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services upon presentation of receipts and supporting documentation.

4. INVOICES AND PAYMENT

4.1 Invoices. Service Provider shall submit invoices to Client in the form and at the frequency set forth in Schedule A. Each invoice shall identify the Services performed, hours (if applicable), and any reimbursable expenses.

4.2 Payment Terms. Client shall pay undisputed amounts within days of Client's receipt of an accurate invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Service Provider is and shall remain an independent contractor with respect to Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Service Provider shall have no authority to bind Client.

5.2 Taxes and Benefits. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations related to its performance of the Services and shall not be entitled to any of Client's employee benefits.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means all nonpublic information disclosed by a Party to the other Party, whether oral, written, electronic, or 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.

6.2 Obligations. Each Party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Work Product. All work product, deliverables, inventions, discoveries, developments, and improvements conceived or reduced to practice by Service Provider in the performance of the Services ("Work Product") shall be owned as follows:

7.2 License. To the extent Service Provider retains any preexisting intellectual property incorporated into the Work Product, Service Provider grants Client a worldwide, nonexclusive, royalty-free license to use such preexisting intellectual property solely as necessary to use the Work Product.

8. WARRANTIES; DISCLAIMERS

8.1 Warranties. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy and Service Provider's sole liability shall be re-performance of the deficient Services or, if Service Provider cannot substantially effect such re-performance, a refund of the fees paid for the deficient Services.

8.2 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's gross negligence or willful misconduct, (b) Service Provider's breach of its representations, warranties or obligations in this Agreement, or (c) infringement of a third party's intellectual property rights by the Service Provider's Work Product.

9.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Service Provider from and against claims arising out of Client's negligence, willful misconduct, or Client-provided materials that infringe third-party rights.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. Except for liability arising from a Party's breach of Sections 6 (Confidentiality), 9 (Indemnification), or for willful misconduct, each Party's aggregate liability under this Agreement shall not exceed .

11. INSURANCE

Service Provider shall maintain insurance coverage appropriate to its business and the Services, including commercial general liability and, where applicable, professional liability insurance with limits no less than per occurrence. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of its subcontractors and ensures that each subcontractor is bound by written obligations consistent with this Agreement.

Allowed Not allowed

13. NOTICES

13.1 Method. All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party designates in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by duly authorized representatives of both Parties.

14.2 Waiver. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of future enforcement of that or any other right.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its principles of conflicts of laws.

15.2 Entire Agreement. This Agreement, including all Schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that achieves the Parties' original intent to the greatest extent permitted by law.

MISCELLANEOUS PROVISIONS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

16.2 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity, including injunctive relief.

Sign Now