THA Service Contract

THA SERVICE CONTRACT

This Service Contract (the "Agreement") is entered into as of Effective Date: by and between THA Name: with principal place of business at: and Service Provider Name: with principal place of business at: .

RECITALS

WHEREAS, THA requires certain services relating to housing program administration, facilities maintenance, and related advisory or operational functions (collectively, the "Services"); and

WHEREAS, Service Provider represents that it has the competency, experience, resources and personnel to perform the Services described herein and agrees to perform the Services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms, payment, and allocation of responsibilities governing the delivery of the Services.

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

1. DEFINITIONS

1.1 "Agreement" means this Service Contract, including all schedules and exhibits attached hereto. "Deliverables" means all reports, documents, data, software, and other materials created by Service Provider pursuant to this Agreement. "Confidential Information" means non-public information disclosed by one party to the other pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services as described in the Statement of Work attached hereto as Exhibit A and incorporated herein. Service Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner in accordance with industry standards.

3. TERM

3.1 The term of this Agreement shall commence on Commencement Date: and shall continue for a period of months unless earlier terminated in accordance with Section 9.

4. COMPENSATION AND PAYMENT

4.1 As full consideration for the performance of the Services, THA shall pay Service Provider the fees set forth below. Fees shall be payable in accordance with the schedule in Exhibit B.

Fixed fee Time & materials Unit rate

4.2 Invoices shall itemize Services performed and shall be due and payable within days of receipt. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. INDEPENDENT CONTRACTOR; TAXES

5.1 Service Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of THA. Service Provider shall be solely responsible for payment of all federal, state and local taxes and for withholding and reporting of payroll taxes with respect to Service Provider's employees.

6. CONFIDENTIALITY

6.1 Each party shall keep Confidential Information of the other party strictly confidential and shall not disclose such information to any third party except to its employees, subcontractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without reference to the other's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Unless otherwise agreed in writing, all Deliverables produced solely for THA under this Agreement shall be the exclusive property of THA upon payment in full. Service Provider hereby assigns to THA all right, title and interest in and to such Deliverables. Service Provider retains ownership of its pre-existing materials and methodologies; Service Provider grants THA a perpetual, non-exclusive license to use such pre-existing materials to the extent incorporated into the Deliverables.

8. WARRANTY; STANDARDS

8.1 Service Provider represents and warrants that (a) it has the right and authority to enter into this Agreement, (b) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and (c) the Deliverables will not knowingly infringe the intellectual property rights of any third party. For any breach of the foregoing warranties, Service Provider's sole obligation shall be to promptly re-perform the nonconforming Services at no additional cost, or, if re-performance is not commercially practicable, to refund the portion of fees attributable to such nonconforming Services.

9. TERMINATION

9.1 Either party may terminate this Agreement for convenience upon delivering written notice at least days prior to the effective date of termination. 9.2 Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Service Provider shall indemnify, defend and hold harmless THA, its officers, directors and employees from and against any third party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's negligent acts, omissions or willful misconduct in the performance of the Services or a breach of its representations and warranties herein.

10.2 Except for claims arising from indemnification obligations or willful misconduct, neither party's aggregate liability for damages arising under this Agreement shall exceed the total fees paid by THA to Service Provider under this Agreement during the month period preceding the event giving rise to the claim, or whichever is greater.

11. INSURANCE

11.1 Service Provider shall maintain at its expense the following insurance: commercial general liability with limits not less than per occurrence; workers' compensation as required by law; and professional liability insurance with limits not less than .

12. NOTICES

12.1 Any notice required or permitted hereunder shall be in writing and shall be delivered by personal delivery, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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. 14.2 This Agreement, including all exhibits, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. 14.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Subcontracting: Service Provider shall not subcontract material portions of the Services without THA's prior written consent; Service Provider shall remain responsible for the acts and omissions of its subcontractors. 15.2 Public Announcements: Neither party shall issue public statements or press releases concerning the other party without prior written approval of the other, except as required by law.

EXHIBITS

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