Supplier Services Contract

SUPPLIER SERVICES CONTRACT

This Supplier Services Contract (the "Contract") is entered into as of by and between Supplier Name: (Supplier), having its principal place of business at , and Client Name: (Client), having its principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the business of providing the services described below and represents that it has the personnel, expertise and capability to perform such services in accordance with industry standards; and

WHEREAS, Client desires to engage Supplier, and Supplier agrees to provide such services, subject to the terms and conditions set forth in this Contract; and

WHEREAS, the parties intend for this Contract to set forth the parties' respective rights, obligations and remedies with respect to the performance of the services.

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

1. DEFINITIONS

For purposes of this Contract, the following terms have the meanings set forth below. "Services" means the tasks, deliverables and work product to be performed or delivered by Supplier as described in Section 2 and in any Statement of Work. "Statement of Work" means a written description, signed by both parties, that specifies the scope, schedule, fees and deliverables for particular Services. "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES

Supplier shall perform the Services described in the following summary and in any attached or subsequently executed Statement(s) of Work. The general scope is as follows:

Supplier will provide qualified personnel, equipment and supervision necessary to perform the Services in a professional and workmanlike manner consistent with prevailing industry standards. Supplier shall comply with Client's reasonable site rules and security procedures when on Client premises.

3. TERM

This Contract shall commence on and shall continue in effect until unless earlier terminated in accordance with Section 13. The term of each Statement of Work shall be as set forth therein.

4. FEES, INVOICING AND PAYMENT

Client shall pay Supplier the fees set forth in each applicable Statement of Work. The initial fee or estimated monthly charge is . Supplier shall submit invoices in accordance with the schedule in the applicable Statement of Work.

Unless otherwise stated, Client shall pay invoiced amounts within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Disputed amounts shall be notified in writing within fourteen (14) days and the undisputed portion shall be paid when due.

5. CHANGE ORDERS

Any change to the Services, schedule or fees shall be documented in a written Change Order signed by authorized representatives of both parties. Supplier will not be required to perform changed Services until a Change Order is executed. If the parties cannot agree on the impact of a proposed change, Client may either withdraw the proposed change or pursue termination rights under Section 13.

6. TAXES AND EXPENSES

Supplier is responsible for all federal, state and local taxes imposed on Supplier's employees and operations. Client shall reimburse Supplier for pre-approved out-of-pocket expenses reasonably incurred in providing the Services upon submission of substantiating receipts and invoices.

7. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party and designated as confidential or which should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is (a) known to the receiving party prior to disclosure, (b) publicly available other than by breach of this Contract, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information only to perform its obligations and shall not disclose such information except to employees, agents or subcontractors who need access and are bound by confidentiality obligations at least as protective as those herein.

8. INTELLECTUAL PROPERTY

Subject to Client's payment of all amounts due, Supplier hereby grants to Client a nonexclusive, nontransferable license to use Supplier-delivered, Client-specific deliverables for Client's internal business purposes. Supplier retains all right, title and interest in and to Supplier's pre-existing materials, methodologies, tools and know-how. Any work product that by written agreement is designated as a "Work Made for Hire" shall be owned by Client; otherwise, Supplier grants Client a perpetual, worldwide, royalty-free license to such work product.

9. WARRANTIES; DISCLAIMER

Supplier warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. For any breach of this warranty, Supplier's sole obligation shall be to re-perform the deficient Services at no additional charge or, if Supplier cannot reasonably re-perform, to refund the fees paid for the deficient Services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Supplier's negligent acts, willful misconduct or breach of this Contract, provided that Client promptly notifies Supplier of any claim, cooperates with Supplier in the defense and allows Supplier sole control of the defense and settlement. Client shall indemnify Supplier for claims arising from Client's misuse of the Services, Client-provided materials or Client's breach of this Contract.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT EXCEED THE TOTAL FEES PAID BY CLIENT TO SUPPLIER UNDER THIS CONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

12. INSURANCE

Supplier shall maintain insurance customary for suppliers in Supplier's industry, including commercial general liability and workers' compensation as required by law. Upon Client's request, Supplier shall provide certificates of insurance evidencing such coverage and naming Client as an additional insured where appropriate.

13. TERMINATION

Either party may terminate this Contract for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon sixty (60) days' prior written notice. Upon termination, Client shall pay Supplier for Services performed and reimbursable expenses incurred through the effective date of termination.

14. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, when sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested.

15. ASSIGNMENT

Neither party shall assign or transfer its rights or obligations under this Contract without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Contract in its entirety to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization provided the assignee assumes all obligations hereunder.

16. AMENDMENT; WAIVER

No amendment or modification of this Contract shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision shall be deemed a waiver of any other provision or a continuing waiver unless expressly stated in writing and signed by the waiving party.

17. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Contract.

18. ENTIRE AGREEMENT

This Contract, together with all Statements of Work and Change Orders executed hereunder, 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.

19. SEVERABILITY

If any provision of this Contract is held to be invalid or unenforceable by a court of competent jurisdiction, 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 original intent of the parties.

20. COUNTERPARTS

This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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