T&M Service Contract

T&M SERVICE CONTRACT

This Time and Materials Service Contract ("Agreement") is entered into as of by and between Client Name: , an entity organized as Corporation LLC Individual, and Contractor Name: , an entity organized as Corporation LLC Individual.

RECITALS

WHEREAS, Client requires certain services described herein to be performed on a time and materials basis, and Contractor represents that it has the personnel, experience and capability to provide such services;

WHEREAS, Contractor will perform services pursuant to individual task orders or work authorizations that reference this Agreement and set forth the scope, schedule and estimated price for each engagement;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services and Client will pay for such services and reimbursable materials and expenses.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Services" means the assistance, labor, consulting, design, installation and other services to be performed by Contractor as described in a Work Authorization or scope of work under this Agreement.

1.2 "Work Authorization" means a written document issued by Client and accepted by Contractor that describes the specific Services, schedule, estimated hours and any materials, and which incorporates this Agreement by reference.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the Services described in each Work Authorization in a professional and workmanlike manner, consistent with applicable industry standards. The initial scope is summarized as:

3. TERM

This Agreement begins on the effective date set forth above and will continue until terminated in accordance with Section 13. The initial Work Authorization shall commence on unless otherwise agreed in writing.

4. RATES, INVOICING AND PAYMENT

4.1 Labor Rates. Client shall pay Contractor for labor at the hourly rates set forth below or in each Work Authorization. Standard rates are:

4.2 Materials and Markup. Materials and third-party goods will be billed at Contractor's cost plus a markup of .

4.3 Invoicing. Contractor will submit itemized invoices showing hours, personnel classifications, rates, materials, expenses and applicable taxes. Invoices shall be due and payable within days of receipt, unless otherwise specified in a Work Authorization.

4.4 Disputed Charges. Client must notify Contractor in writing of any disputed portion of an invoice within ten (10) days of receipt; undisputed amounts shall remain due and payable.

5. CHANGE ORDERS

All changes to a Work Authorization shall be made only by written Change Order signed by authorized representatives of both parties, specifying changes to scope, schedule and any adjustments to estimated hours, rates or prices. Contractor shall not be required to perform changed work without a signed Change Order.

6. EXPENSES

6.1 Reimbursable Expenses. Client will reimburse Contractor for reasonable, necessary and pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, lodging and materials, supported by receipts where practicable.

7. ACCEPTANCE AND WARRANTY

7.1 Acceptance. Deliverables provided as part of the Services shall be subject to Client acceptance procedures set forth in the applicable Work Authorization. If no procedure is specified, Client shall have a reasonable period to inspect and test deliverables.

7.2 Warranty. Contractor warrants that services will be performed in a professional manner in accordance with applicable industry standards for a period of days from completion. Contractor's sole obligation under this warranty shall be to re-perform defective services at Contractor's expense.

8. CONFIDENTIALITY

Each party agrees to hold in confidence and not to use or disclose any Confidential Information received from the other party except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is publicly available through no breach of this Agreement or rightfully received from a third party without restriction.

9. INTELLECTUAL PROPERTY

9.1 Pre-existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property. Contractor grants Client a nonexclusive, nontransferable license to use Contractor's pre-existing materials solely as incorporated in deliverables for Client's internal use.

9.2 Work Product. Subject to payment in full, Contractor assigns to Client all right, title and interest in and to deliverables created specifically for Client under a Work Authorization, excluding Contractor's general tools, methodologies and know-how, which Contractor retains.

10. INSURANCE

Contractor shall maintain, at its expense, commercial general liability insurance with limits of not less than per occurrence and professional liability (errors and omissions) insurance with limits of not less than .

11. INDEMNIFICATION

Contractor shall defend, indemnify and hold Client harmless from and against third-party claims arising out of Contractor's negligence or willful misconduct in performing the Services, provided Client gives Contractor prompt written notice and sole control of the defense and settlement of any such claim.

12. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality or indemnity obligations, each party's aggregate liability under this Agreement shall be limited to the total amount paid to Contractor under the applicable Work Authorization giving rise to the claim.

13. TERMINATION

13.1 For Convenience. Either party may terminate this Agreement or any Work Authorization for convenience upon days' prior written notice to the other party. Client shall pay for all services performed and reimbursable expenses incurred through the effective date of termination.

13.2 For Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery, and shall be deemed given upon receipt.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law rules.

16. ENTIRE AGREEMENT

This Agreement, together with all Work Authorizations and Change Orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. 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 original intent of the parties.

18. AMENDMENTS

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

19. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise of such right.

20. COUNTERPARTS

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

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