State Terms Agreement

STATE TERMS AGREEMENT

This State Terms Agreement (the Agreement) is entered into as of by and between:

Client Name:     Service Provider Name:

WHEREAS

WHEREAS, Client requires certain services to be performed within the State of (the State) and desires to engage Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider represents that it is authorized and able to perform the services in accordance with applicable laws and regulatory requirements of the State and has the expertise, personnel and resources to provide the services described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner in accordance with industry standards and all applicable State laws, regulations and licensing requirements. Any change to the Scope of Work shall be made only by written change order signed by both parties, which shall specify any adjustment to Fees and Schedule.

2. PAYMENT TERMS

Invoices are due within days of invoice receipt unless otherwise agreed in writing. All payments shall be made in lawful currency of the United States. Client shall pay a late fee on overdue amounts equal to per month or the maximum allowable by law, whichever is less.

3. TERM AND TERMINATION

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the Disclosing Party) in connection with this Agreement (Confidential Information). Confidential Information shall not include information which is (a) publicly known through no wrongful act of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed by the Receiving Party without use of Confidential Information. The Receiving Party shall not disclose Confidential Information to third parties except to its employees, consultants and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of years, or longer where required by law.

5. COMPLIANCE, REPRESENTATIONS AND WARRANTIES

Service Provider represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform the Services; (b) Services will be performed in a professional manner and in accordance with applicable laws and regulations of the State; and (c) it will maintain any licenses or permits required to perform the Services. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for any action arising out of this Agreement shall be exclusively in the state or federal courts located in that State.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and any written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall create an agency, partnership or joint venture between them.

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