Subvendor Service Agreement

SUBVENDOR SERVICE AGREEMENT

This Subvendor Service Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Primary Vendor Name: ("Primary Vendor"), and Subvendor Name: ("Subvendor"). Primary Vendor and Subvendor are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Primary Vendor has entered into one or more agreements with third parties pursuant to which Primary Vendor requires certain services to be performed by qualified subvendors; and

WHEREAS, Subvendor represents that it possesses the necessary expertise, personnel, licenses and equipment to perform the services described herein and is willing to provide such services to Primary Vendor under the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

Subvendor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Subvendor shall furnish all labor, materials, equipment and supervision necessary to complete the Work unless otherwise agreed in writing.

2. PAYMENT TERMS

Compensation for the Work shall be as set forth below. Subvendor shall submit invoices in accordance with this Section, and Primary Vendor shall pay undisputed amounts in accordance with the agreed schedule.

All payments are subject to set-off for amounts legitimately owed by Subvendor to Primary Vendor. Subvendor is solely responsible for all federal, state and local taxes and contributions with respect to fees paid under this Agreement unless otherwise required by law.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination.

Either Party may terminate for material breach if the breaching Party fails to cure the breach within days after written notice of such breach. Termination shall not relieve either Party of obligations accrued prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other in any 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.

Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required to perform the Work or as required by law. Confidential Information does not include information that is publicly known through no fault of the Receiving Party, independently developed, or rightfully received from a third party without breach of any obligation of confidentiality.

Upon termination or written request, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except for one archival copy retained solely for compliance purposes.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, all work product, deliverables and materials created by Subvendor specifically for Primary Vendor under this Agreement ("Deliverables") shall be considered work made for hire and shall be the exclusive property of Primary Vendor. To the extent any Deliverable is not a work made for hire, Subvendor hereby irrevocably assigns to Primary Vendor all right, title and interest in and to such Deliverables, including all intellectual property rights.

6. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Subvendor represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the Work shall be performed in a professional manner in accordance with industry standards; (c) Subvendor will comply with all applicable laws, rules and regulations; and (d) Subvendor and its personnel possess all licenses, permits and qualifications required to perform the Work.

7. INSURANCE & INDEMNIFICATION

Subvendor shall maintain insurance coverage customary for the services performed, including commercial general liability and, if applicable, professional liability and workers' compensation. Primary Vendor may require evidence of insurance prior to commencement of Work.

Subvendor shall indemnify, defend and hold harmless Primary Vendor and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or related to Subvendor's performance of the Work, breach of this Agreement, negligence or willful misconduct.

8. INDEPENDENT CONTRACTOR

Subvendor is an independent contractor and not an employee, agent or partner of Primary Vendor. Subvendor has no authority to bind Primary Vendor, and Subvendor shall not represent to any third party that it has such authority.

9. ASSIGNMENT AND SUBCONTRACTING

Subvendor shall not assign or subcontract its rights or obligations under this Agreement without the prior written consent of Primary Vendor, which shall not be unreasonably withheld. Subvendor remains responsible for the acts and omissions of its approved subcontractors.

10. NOTICES

All notices, requests and demands required or permitted hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or such other address as a Party may specify by notice).

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or relating to this Agreement.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties.

13. SEVERABILITY; WAIVER

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach or waiver of such provision.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered electronically shall have the same force and effect as original signatures.

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