Service Exhibit Agreement

SERVICE EXHIBIT AGREEMENT

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

RECITALS

WHEREAS, Client and Service Provider are parties to a Master Services Agreement dated (the Master Agreement), which governs the general terms and conditions under which the Service Provider provides services to Client;

WHEREAS, the parties desire to set forth specific services, deliverables, payment terms, and additional terms applicable to the services described in this Exhibit;

WHEREAS, capitalized terms used in this Exhibit shall have the meanings given to them in the Master Agreement unless otherwise defined herein.

1. SCOPE OF WORK

2. PAYMENT TERMS

Total Amount Payable: $

Invoices shall be submitted to Client upon completion of milestones as described above and are payable within days of receipt unless otherwise specified in the Payment Schedule.

Late Payment Fee: If any undisputed amount is not paid when due, Client shall pay interest on the past due amount at the rate of or the maximum rate permitted by law, whichever is less.

Expenses: Reimbursable out-of-pocket expenses must be pre-approved in writing and invoiced with receipts. Reimbursements shall be paid pursuant to the Payment Schedule.

3. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Exhibit for convenience upon days' prior written notice to the other party. Termination for cause may be exercised immediately if the other party materially breaches this Exhibit and fails to cure the breach within thirty (30) days after written notice.

Obligations surviving termination include payment for all services performed through the effective date of termination, confidentiality obligations, indemnities, and ownership provisions.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Exhibit. Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Exhibit; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates in any protective measures.

Duration: The confidentiality obligations shall survive termination or expiration of this Exhibit for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing tools, methodologies, and know-how. Client shall own all rights, title and interest in and to the final deliverables specifically created for Client and paid for in full (Deliverables). Service Provider hereby assigns to Client all right, title and interest in such Deliverables upon full payment; provided, however, that Service Provider may retain a non-exclusive, royalty-free license to use general knowledge and experience gained in performing the services.

6. INSURANCE AND INDEMNIFICATION

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Exhibit. For claims arising from Service Provider's services, Service Provider's liability shall be limited to direct damages not to exceed the total fees paid under this Exhibit during the twelve (12) month period preceding the claim.

7. GOVERNING LAW

This Exhibit shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

8. ENTIRE AGREEMENT

This Exhibit, together with the Master Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. In the event of any conflict between this Exhibit and the Master Agreement, the terms of this Exhibit shall control only with respect to the specific subject matter of this Exhibit.

9. NOTICES

Notices under this Exhibit shall be in writing and delivered to the addresses above or such other address as either party may designate in writing, and shall be effective upon receipt.

10. MISCELLANEOUS

Amendment: No modification or amendment of this Exhibit shall be effective unless in writing and signed by both parties. Waiver of any provision or breach shall not constitute a waiver of any other provision or subsequent breach.

Severability: If any provision of this Exhibit is held invalid or unenforceable, the remainder of this Exhibit shall remain in full force and effect.

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