Service Search Services

SERVICE SEARCH SERVICES AGREEMENT

Parties

Client Name:   Client Address:

Service Provider:   Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client requires specialized search services consisting of identification, verification and compilation of information regarding potential targets, candidates, properties or markets (the "Search Services"); and

WHEREAS, Service Provider has the competence, personnel and resources to perform the Search Services and is willing to perform such services for Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Service Provider will perform the Search Services described below and deliver the results in the form and schedule set forth herein. The Scope of Work includes reasonable inquiries, database searches, interviews, documentation review and compilation of findings into written reports.

Payment Terms

Client shall pay Service Provider compensation for the Search Services as follows.

Late Payment: If any undisputed amount remains unpaid after days from invoice date, interest shall accrue at or the maximum rate permitted by law, whichever is lower.

  Provider may invoice reasonable out-of-pocket expenses incurred in performance of the Services. Such expenses will be billed with supporting receipts for any single expense exceeding .

Term and Termination

This Agreement commences on the Effective Date and continues 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 cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing or by inspection, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) maintain Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. These obligations do not apply to information that is (i) publicly known through no fault of the Receiving Party, (ii) rightfully received by the Receiving Party from a third party without breach of obligations, (iii) independently developed without use of the Confidential Information, or (iv) required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek protective measures.

Confidentiality obligations shall survive termination of this Agreement for from the date of disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense at the indemnifying party's expense.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Governing Law

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.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all assets.

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