Service Delivery Agreement

SERVICE DELIVERY AGREEMENT

This Service Delivery Agreement ("Agreement") is entered into as of by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Provider has expertise and experience in providing the services described herein, and is willing to perform such services for Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to retain Provider to perform the services described below and Provider agrees to provide those services in accordance with this Agreement;

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

SCOPE OF WORK

Provider shall perform the services described in the Description of Services in a professional and workmanlike manner, consistent with industry standards. Deliverables, milestones, acceptance criteria, and any performance standards applicable to the Services shall be as set forth in the Description of Services or in attachments incorporated herein.

PAYMENT TERMS

Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Unless disputed in good faith in writing within that period, invoices will be deemed accepted.

Overdue amounts shall accrue interest at the late fee rate specified above, or if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure within days after receipt of written notice of such breach. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally available to the public other than by a breach of this Agreement, or that was rightfully in the receiving party's possession prior to disclosure.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Provider shall retain ownership of all pre-existing intellectual property and tools used to deliver the Services. Upon full payment of all amounts due, Provider grants Client a perpetual, non-exclusive, non-transferable license to use deliverables specifically created for Client under this Agreement solely for Client's internal business purposes. Provider retains the right to use general skills, techniques, concepts and know-how developed during performance.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against all third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email to the addresses specified above. Notices are effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments hereto, 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 oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. If any provision is held invalid or unenforceable, the remainder shall be enforced to the maximum extent permitted by law. The parties agree to attempt in good faith to resolve disputes promptly through negotiation prior to initiating formal proceedings.

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