Service Task Order Form

SERVICE TASK ORDER FORM

This Service Task Order Form (the "Task Order") is entered into under and pursuant to the terms of any governing Master Services Agreement between the parties and governs the provision of services described herein.

WHEREAS

WHEREAS, Client Name: is (the "Client") requesting services from Contractor Name: (the "Contractor");

WHEREAS, the parties wish to set forth the specific scope, timing, and compensation for the Task Order Number: under Master Agreement Date: .

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Scope of Work

The Contractor shall perform the services and deliver the deliverables described below (the "Services") in accordance with the terms of this Task Order and any applicable Master Services Agreement. The Services shall be performed at Location: .

2. Payment Terms

Total Compensation (firm, unless otherwise stated): $

Invoicing: Contractor shall submit invoices to Client at billing address or contact on record. Payment due within days of receipt of a proper invoice.

Late Payment: Late payments shall accrue interest at , or the maximum rate permitted by law, whichever is less. Client shall also reimburse Contractor for reasonable collection costs.

Taxes: Responsibility for taxes shall be as follows: Client responsible Contractor responsible

3. Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Task Order for convenience upon written notice to the other party delivered not less than days prior to the proposed termination date. Either party may terminate for material breach if the breach is not cured within days after written notice.

Upon termination, Contractor shall deliver all completed work and shall invoice Client for all Services performed through the effective date of termination. Client shall pay all undisputed amounts in accordance with the Payment Terms.

4. Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Task Order. Each party shall (a) use Confidential Information only to perform its obligations hereunder; (b) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law. Confidentiality obligations survive termination for a period of three (3) years, or longer if required by law or by other written agreement.

5. Independent Contractor; Personnel

Contractor is an independent contractor. Nothing in this Task Order creates a partnership, joint venture, or employer-employee relationship. Contractor is solely responsible for payment of wages, taxes, and benefits for its personnel and subcontractors.

Contractor acknowledges and affirms its independent contractor status.

6. Insurance and Liability

Limitation of Liability: Except for willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Task Order shall be limited to the greater of the fees paid under this Task Order or $.

7. Governing Law

This Task Order shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

8. Entire Agreement; Amendment

This Task Order, together with any referenced Master Services Agreement and any incorporated exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Task Order shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Assignment: Neither party may assign this Task Order without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Task Order is held invalid or unenforceable, the remainder of the Task Order shall remain in full force and effect.

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