Service Management Agreement

SERVICE MANAGEMENT AGREEMENT

This Service Management Agreement (the Agreement) is entered into as of between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform management and oversight services related to Client's business operations, facilities, systems, and personnel as further described below; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and is willing to provide such services to Client subject to the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall: (a) perform the services in a professional and workmanlike manner consistent with industry standards; (b) comply with Client policies provided in writing; and (c) provide qualified personnel, supervision, and equipment necessary to perform the services unless otherwise agreed in writing.

2. PAYMENT TERMS

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Client shall pay undisputed invoiced amounts within days of receipt of invoice. Late payments shall bear interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law.

All payments are exclusive of taxes. Each party is responsible for its own payroll and income taxes. To the extent Service Provider is required to collect or remit sales, use, value added, or similar taxes, such taxes will be invoiced in addition to the fees.

3. TERM AND TERMINATION

Term: This Agreement commences on and remains in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for more than days after written notice of breach, or immediately if required by law.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, techniques, and technical data.

Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of Receiving Party; (ii) was rightfully in Receiving Party's possession without restriction prior to disclosure; or (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

5. LIABILITY, INDEMNIFICATION AND INSURANCE

Each party shall defend, indemnify and hold harmless the other party from claims arising out of its gross negligence or willful misconduct in connection with performance of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, or punitive damages. Aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Service Provider shall maintain commercially reasonable liability insurance and provide proof of such insurance upon Client's reasonable request.

6. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the jurisdiction specified above, unless the parties mutually agree to litigation for injunctive relief.

7. ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement or delegate its obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Service Provider may subcontract portions of the services so long as Service Provider remains responsible for performance and compliance with this Agreement.

8. AMENDMENT AND ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as a party may designate in writing.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effectuate the parties' original intent.

SIGNATURES

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