Service Will Serve Agreement

SERVICE WILL SERVE AGREEMENT

This Service Will Serve Agreement ("Agreement") is entered into and made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Provider is duly authorized and equipped to perform the services described in this Agreement and represents that it possesses the necessary expertise, permits and personnel to perform same in accordance with professional standards; and

WHEREAS, Client desires to engage Provider to perform those services under the terms and conditions set forth herein and Provider is willing to accept such engagement; and

WHEREAS, the parties intend by this instrument to set forth their respective rights and obligations with respect to the performance of the services and payment therefor.

Scope of Work

Provider shall perform the services described below and in any attachments incorporated by reference. The parties acknowledge that the description below is an essential element of this Agreement.

Payment Terms

Client shall pay Provider for the services described above in accordance with the amounts and schedule set forth below. All amounts are stated in the currency specified by the parties and are exclusive of taxes unless otherwise stated.

All fees not paid when due shall accrue interest at the rate set forth above and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections addressing confidentiality, indemnity, payment of undisputed fees and governing law shall survive termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by a party in connection with this Agreement, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to hold Confidential Information in strict confidence, to use it only for the performance of obligations under this Agreement, and not to disclose it to any third party except to employees, agents or contractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was in the receiving party's possession without restriction prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

Indemnity and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for liability resulting from gross negligence, willful misconduct or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

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 either party may designate in writing. Notices are effective upon receipt when delivered personally, by certified mail, or by nationally recognized overnight courier.

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 rules. The parties agree that disputes arising out of or relating to this Agreement shall first be referred to senior executives of the parties for negotiated resolution. If the dispute cannot be resolved within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, oral or written. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or acquisition, provided that the assigning party remains liable for its obligations. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Headings are for convenience only and shall not affect interpretation.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The persons executing this Agreement represent and warrant that they are authorized to bind the respective parties.

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