Service Release Agreement

SERVICE RELEASE AGREEMENT

This Service Release Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Service Provider is in the business of providing certain services as described below and possesses the skill, experience and personnel necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services on the terms and conditions set forth in this Agreement and to release certain claims arising from the provision of those services;

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

Scope of Services

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and in accordance with the payment schedule set forth below.

All payments are due in lawful money of the United States. Client is responsible for any taxes imposed on fees except taxes based on Service Provider's income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in written, oral, electronic or other form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each party agrees to (a) hold in confidence Confidential Information of the other party, (b) not use Confidential Information except to perform under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

The confidentiality obligations shall not apply to information that (i) is or becomes publicly available through no fault of the receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Release of Claims

Upon receipt of all amounts due under this Agreement, Client hereby releases and forever discharges Service Provider and its officers, directors, employees and agents from any and all claims, liabilities, demands, causes of action and expenses arising out of or relating to the Services, except for claims arising from (a) Service Provider's gross negligence or willful misconduct, (b) breach of the confidentiality obligations set forth herein, or (c) breach of representations and warranties expressly set forth in this Agreement.

The foregoing release shall not affect Client's right to enforce Service Provider's obligations under this Agreement prior to receipt of final payment.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

Except for liability arising from gross negligence, willful misconduct or a party's breach of its confidentiality obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

Warranties; Remedies

Service Provider warrants that the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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 conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including its exhibits and attachments, 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 written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth above (or to such other address as a party may designate by notice). Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier.

Acknowledgment

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that the execution and performance of this Agreement does not violate any other agreement to which it is a party.

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