Service Rate Agreement

SERVICE RATE AGREEMENT

Parties

Effective Date: .

Recitals

WHEREAS, Client engages Service Provider to provide certain professional services described in this Agreement and Service Provider represents that it has the expertise, personnel and resources necessary to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the rates, billing practices, and other terms and conditions under which the Service Provider will perform services for the Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below. The services shall be performed in a professional manner consistent with industry standards and the specifications set forth by Client.

Rates and Payment Terms

The Client shall pay Service Provider in accordance with the following rate schedule and payment procedures.

Hourly at per hour

Fixed fee of for the services set forth in the Scope of Work

Payments are due within days of receipt of invoice. Acceptable payment methods:

Overdue amounts will bear interest at or a flat late fee of , whichever is greater, plus any collection costs and reasonable attorneys' fees incurred by the non-breaching party.

Term and Termination

This Agreement commences on the Effective Date and continues until unless earlier terminated as provided herein.

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 if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

The parties acknowledge that during the course of performance each may disclose confidential and proprietary information ("Confidential Information"). Each party agrees to maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and to use such information solely for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information if required by law or valid order of a court or governmental authority, provided it gives prompt written notice to the other party and cooperates in seeking a protective order or other appropriate remedy.

Warranties; Limitation of Liability; Indemnity

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of or related to this Agreement, except for damages arising from a party's gross negligence or willful misconduct. Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligent acts, or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If the parties are unable to resolve a dispute within 30 days, either party may pursue any available legal or equitable remedy in the courts of the chosen jurisdiction.

Miscellaneous

Entire Agreement: This Agreement, including any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

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

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intents of the invalid provision.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

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