Subscription Service Work Order

SUBSCRIPTION SERVICE WORK ORDER

Work Order Number:    Effective Date:

Client Name:    Service Provider Name:

WHEREAS

WHEREAS, Client desires to obtain subscription-based services and any related professional services from Provider pursuant to the terms and specifications set forth in this Work Order; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to deliver the subscription services described herein and will perform such services in a commercially reasonable manner in accordance with industry standards; and

WHEREAS, the parties wish to set forth the specific scope, deliverables, payment terms, and other terms applicable to the subscription services in this Work Order, which is incorporated into and governed by the master Subscription Services Agreement between the parties.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for Services:

Billing Frequency: Monthly Quarterly Annual One-time

Standard Payment Terms: Net days from invoice date.

Late Payment Fee: Late payments shall accrue interest at % per month on the outstanding balance, or the maximum rate permitted by law, whichever is less. Minimum late fee: $.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Work Order for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Provider for all services performed and non-cancellable obligations incurred through the termination effective date. Provider shall deliver any work product for which Client has paid in full.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information received from the other party except as expressly permitted in this Work Order. "Confidential Information" means non-public business, technical or financial information disclosed by a party that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Work Order; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction. Each party may disclose Confidential Information to its employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those herein.

INTELLECTUAL PROPERTY; LICENSE

As between the parties, Provider retains all right, title and interest in and to its pre-existing intellectual property and any general know-how, methodologies, tools, or software used to provide the subscription services. Provider grants Client a limited, non-exclusive, non-transferable license to use the deliverables delivered under this Work Order solely for Client's internal business purposes, subject to payment in full and any license restrictions set forth in the master agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS WORK ORDER SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS WORK ORDER DURING THE PRIOR TWELVE (12) MONTHS.

NOTICES

GOVERNING LAW

This Work Order and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Work Order, together with the master Subscription Services Agreement between the parties and 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, or communications, whether written or oral. Any amendment to this Work Order must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Work Order is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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