Service Contract Template

SERVICE CONTRACT TEMPLATE

RECITALS

This Service Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS, Client desires to retain Provider to perform certain services described herein; and

WHEREAS, Provider represents that Provider has the skills, experience, and personnel necessary to perform such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Services shall be completed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Compensation: Client agrees to pay Provider the Total Fee in consideration of the Services. Total Fee: (in U.S. dollars), subject to the payment schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Payments shall be made to Provider at the address or account specified in this Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date due until paid in full. Provider may suspend Services for nonpayment after providing days' written notice.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred before the effective date of termination.

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

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party in connection with this Agreement, whether oral, written, electronic, or observed, including but not limited to business plans, financial information, trade secrets, technical data, and customer lists.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure, is independently developed by the Receiving Party, or is rightfully received from a third party without restriction.

The parties acknowledge and agree to the confidentiality obligations set forth above.

INSURANCE; INDEMNITY; WARRANTY

Insurance: Provider shall maintain, at Provider's expense, insurance coverage customary for the Services performed, including commercial general liability and any professional liability coverage where applicable. Upon request, Provider will provide certificates of insurance evidencing such coverage.

Indemnification: Provider shall indemnify and hold harmless Client from and against claims, liabilities, losses, damages, and expenses arising out of Provider's gross negligence or willful misconduct in connection with performing the Services. Client shall indemnify Provider for claims arising from Client's breach of this Agreement or misuse of deliverables.

Warranty: Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute is not resolved within 30 days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and addressed to the parties at the addresses set forth below or to such other address that a party may specify in writing.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or stock.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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