Service Order Agreement

SERVICE ORDER AGREEMENT

This Service Order Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address: (Client), and Service Provider Name: with principal address: (Provider). Order Number: .

WHEREAS

WHEREAS, Client requires certain services as described in this Agreement and desires to engage Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel and facilities necessary to perform the services and agrees to provide services consistent with industry standards and the terms of this Agreement.

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

1. SCOPE OF WORK

Provider shall perform the services described above (the Services) in a professional and workmanlike manner, in accordance with the schedule agreed by the parties and any milestones set forth in this Agreement or an attached work schedule. Provider shall supply all labor, materials, equipment and supervision necessary to perform the Services unless otherwise agreed in writing.

2. PAYMENT TERMS

Provider shall issue invoices in accordance with the Payment Schedule. Unless otherwise stated, payments are due within the number of days specified in the payment_schedule following receipt of a correct invoice. Client shall pay undisputed amounts in full. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice and the parties shall act promptly to resolve such dispute. Overdue amounts shall accrue interest as specified in late_fee.

3. TERM AND TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon the notice period provided. Upon termination, Client shall pay Provider for all Services performed through the effective date of termination and for non-cancellable commitments reasonably incurred by Provider.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall protect Confidential Information disclosed by the other party (the Disclosing Party) with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information means non-public business, technical or financial information identified as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is: (a) in the public domain through no act or omission of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only to exercise its rights and perform its obligations under this Agreement. Upon written request or upon termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that such return or destruction has occurred, except as required by law to retain records.

5. INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including general liability and, where applicable, professional liability. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligence or willful misconduct in the performance of Services. Except for willful misconduct or breaches of confidentiality and indemnity obligations, neither party shall be liable for incidental, consequential, special or punitive damages and each party's aggregate liability shall not exceed the total fees paid under this Order during the six (6) months preceding the claim.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any attachments or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

8. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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