Fill and Sign the Standard Services Agreement Form

Standard Services Agreement Agreement made on the       day of       , 20       , between       , a corporation organized and existing under the laws of the (Name of Customer) state of       , with its principal office located at (Name of State)       , referred to herein as the Customer, and (Street Address, City, County, State, Zip Code)       , a corporation organized and existing under the laws of the (Name of Service Provider) state of       , with its principal office located at (Name of State)       , referred to herein as Service Provider . (Street Address, City, County, State, Zip Code) Whereas, Customer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Customer on the terms and conditions of this Agreement. I. Key Terms. A. Services. Service Provider shall provide to Customer the services described in detail in Exhibit A attached hereto and made a part hereof and initialed by both Parties, hereinafter called the Services, in accordance with the terms and conditions of this Agreement. B. Delivery of the Services. 1. Start Date. Service Provider shall commence the provision of the Services on       . (Date) 2. Completion Date. Service Provider shall complete the Services on or before       , hereinafter called the Completion Date. (Date) C. Site. Service Provider shall provide the Services at       , (Street Address)       . (City, County, State, Zip Code) D. Price 1. As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is $       , hereinafter called the Price. 2. Customer       pay for the out-of-pocket expenses of the (shall or shall not) Service Provider.       . (If expenses are to be paid, set forth examples and any restrictions) Standard Services Agreement Page 1 of 5 3. Payment. Customer agrees to pay the Price to the Service Provider on the following dates in the following amounts: a. The sum of $       on or before       ; (Date) b. The sum of $       on or before       ; and (Date) c. The final payment on or before       . (Date) 4. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Customer under this Agreement and such shall be payable by the Customer to the Service Provider in addition to all other charges payable hereunder. II. Intellectual Property Rights. Service Provider agrees to grant to the Customer a non- exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Customer as part of the Services. In respect of the Material specifically created for the Customer as part of the Services, the Service Provider assigns the full title guarantee to the Customer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Customer. For the purposes of this Agreement, Material shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement. III. Warranty. Service Provider represents and warrants that: A. It will perform the Services with reasonable care and skill; and B. The Services and the Materials provided by the Service Provider to the Customer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party. IV. Limitation of Liability. A. Subject to the Customer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price. B. To the extent it is lawful to exclude the following heads of loss and subject to the Customer’s obligation to pay the Price, in no event shall either party be liable for any loss Standard Services Agreement Page 2 of 5 of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. C. Nothing in this Section IV will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence. V. Term and Termination. A. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner as provided below, until the Completion Date. B. Either Party may terminate this Agreement upon notice in writing if the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do. C. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. VI. Relationship of the Parties. Service Provider is an independent contractor and is not an employee, servant, partner or joint venturer of Customer. Customer shall determine the services to be provided by Service Provider , but Service Provider shall determine the legal means by which it accomplishes the services in accordance with this Contract. Customer is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Service Provider is not entitled to receive the benefits which employees of Customer receive and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Customer. It is further understood that Service Provider is free to contract for similar services to be performed for other       or organizations (type of entity) while under Contract with Customer. VII. Confidentiality. Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient. VIII. Force Majeure . In the event of force majeure (as defined below), Service Provider may terminate this Agreement without liability to Customer. For purposes of the Agreement, force majeure shall be defined as circumstances or occurrences beyond Service Provider’s reasonable control, whether or not foreseeable at the time of signing the Agreement, in consequence of which Service Provider cannot reasonably be required to perform its obligations under this Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, Standard Services Agreement Page 3 of 5 civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts. IX. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. X. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XII. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XIII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XIV. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XVI. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XVII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. Standard Services Agreement Page 4 of 5 XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XIX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Service Provider) (Name of Customer) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Attach Exhibit Standard Services Agreement Page 5 of 5