Signed Contract ISC

SIGNED CONTRACT ISC

This Independent Services Contract (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Service Provider). Each of Client and Service Provider may be referred to individually as a Party and collectively as the Parties.

Recitals

WHEREAS, Service Provider represents that it possesses the skill, experience and qualifications to perform certain professional services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth in this Agreement, and Service Provider desires to accept such retention; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. The scope may be amended only by written change order signed by authorized representatives of both Parties.

Payment Terms

Client agrees to pay Service Provider the fees for the services as set forth below. Fees are exclusive of taxes unless expressly stated. Unless otherwise agreed, Client shall reimburse reasonable, preapproved out-of-pocket expenses.

Late payments shall accrue interest at the rate of % per month (or the maximum lawful rate if lower). In addition, Client shall be responsible for collection costs, including reasonable attorneys' fees, for payments more than days overdue.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice no less than days prior to the effective termination date. Either Party may terminate immediately upon material breach by the other Party if such breach remains uncured after ten (10) days' written notice; when cure is not practicable, termination may be immediate upon written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party (Discloser) to the other Party (Recipient) either directly or indirectly, whether in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Recipient; (b) is rightfully known by the Recipient at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees and contractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as Recipient employs for its own confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information to the extent compelled by law, provided that Recipient gives Discloser prompt written notice and cooperates, at Discloser's expense, to seek a protective order or other appropriate remedy.

Independent Contractor; Assignment

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is responsible for all taxes and withholdings arising from fees paid under this Agreement. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification and Limitation of Liability

Each Party agrees to indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, its negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Notices

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

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 rules. The Parties will first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the specified jurisdiction unless the Parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, together with all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute, valid provision that most nearly effects the Parties' original intent.

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