Territory Service Contract

TERRITORY SERVICE CONTRACT

This Territory Service Contract (the "Agreement") is made and entered into as of Effective Date: , by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at . Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client develops, owns, or controls certain products, services and related materials described in Exhibit A and desires representation and service within a defined geographic area; and

WHEREAS, Service Provider has expertise and facilities to perform sales, distribution, installation, maintenance or other services (collectively "Services") for Client within an identified territory; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide Services to customers in the Territory described below.

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

1. DEFINITIONS

1.1 "Territory" means the geographic area described in Section 2 below. 1.2 "Confidential Information" means non-public information disclosed by either Party that is marked confidential or would reasonably be considered confidential under the circumstances. 1.3 Other defined terms used in this Agreement shall have the meanings ascribed to them where first used.

2. TERRITORY

The Territory to which this Agreement applies is:

3. APPOINTMENT; SCOPE OF SERVICES

3.1 Appointment. Subject to the terms of this Agreement, Client appoints Service Provider to perform the Services in the Territory, and Service Provider accepts such appointment on a non-exclusive basis unless Exclusive Appointment is selected below.

Exclusive appointment (check to make appointment exclusive)

3.2 Services. Service Provider shall perform the Services described in detail as follows:

4. PERFORMANCE STANDARDS; REPORTING

4.1 Performance. Service Provider shall perform Services in a timely, professional manner consistent with industry standards and all applicable laws. Service Provider shall maintain qualified personnel, adequate facilities and records necessary to perform the Services.

4.2 Reporting. Service Provider shall provide written reports to Client at the following interval: . Reports shall include customer activity, sales volume, service calls, inventory levels and any material issues affecting performance.

5. COMPENSATION; EXPENSES

5.1 Fees. Client shall pay Service Provider fees in accordance with the schedule: . Fees are due within days of receipt of a proper invoice.

5.2 Expenses. Service Provider shall be responsible for its own operating expenses except for pre-approved, reasonable out-of-pocket expenses which Client will reimburse upon submission of supporting documentation.

6. TERM; TERMINATION

6.1 Term. The initial term of this Agreement shall commence on Start Date: and expire on End Date: , unless earlier terminated as provided herein.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' written notice specifying the breach if such breach remains uncured at the expiration of such period.

6.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. Termination shall not affect accrued rights or obligations.

7. CONFIDENTIALITY

7.1 Obligation. Each Party shall keep Confidential Information of the other Party strictly confidential and shall not disclose it except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

7.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was already in the receiving Party's possession without restriction; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Client retains all right, title and interest in its trademarks, trade names, patents, copyrights and other intellectual property ("Client IP"). Service Provider retains all pre-existing intellectual property and tools used to provide the Services ("Provider IP").

8.2 License. Client grants Service Provider a limited, non-exclusive, non-transferable license to use Client IP solely to perform the Services during the Term. All goodwill arising from use of Client IP shall inure to Client's benefit.

9. INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Insurance. Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide evidence of insurance upon Client's reasonable request.

9.2 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9.3 Limitation of Liability. Except for liability arising from breach of confidentiality, willful misconduct, or a Party's indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and each Party's aggregate liability shall not exceed the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

10. COMPLIANCE; SUBCONTRACTING; ASSIGNMENT

10.1 Compliance. Service Provider shall comply with all applicable laws, regulations and codes in performing the Services and shall obtain and maintain any necessary permits or licenses.

10.2 Subcontracting. Service Provider may not subcontract material obligations without Client's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Service Provider remains responsible for subcontractor acts and omissions.

10.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a sale of substantially all assets or a merger.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address and contact person set forth below by personal delivery, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be deemed given upon receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

12.2 Waiver. No waiver of any provision or breach shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

14. MISCELLANEOUS

14.1 Relationship of Parties. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. 14.2 Publicity. Neither Party shall use the other Party's name or trademarks in advertising or publicity without prior written consent.

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