Variable Support Agreement

VARIABLE SUPPORT AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain technical and advisory support services on a variable, as-needed basis; and

WHEREAS, Service Provider represents that it has the experience and personnel necessary to provide the services described in this Agreement and is willing to provide such services to Client under the terms set forth herein; and

WHEREAS, the parties intend that the scope, timing and volume of support may vary during the Term and that this Agreement will govern the parties' respective rights and obligations with respect to all such variable support engagements.

Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider shall provide variable support services as requested by Client from time to time, which may include technical troubleshooting, system maintenance, consulting, configuration, and other related tasks as agreed in writing for each engagement. Specific deliverables, acceptance criteria and any milestones for a particular engagement will be set forth in a Work Order or written confirmation referenced by that engagement and incorporated into this Agreement.

Payment Terms

Client shall pay Service Provider for services performed in accordance with this Agreement as follows.

Invoices will be submitted by Service Provider on a basis and are payable within days of Client's receipt. Payments not received within the stated period shall incur a late fee of on the outstanding balance, calculated monthly.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of services, provided such expenses are itemized on invoices.

Yes    No

Term and Termination

This Agreement shall commence on the Start Date of and shall continue until the End Date of unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and any non-cancellable commitments made in good faith.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether written, oral, electronic or in any form, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and are subject to confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Upon termination or upon written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify such return or destruction in writing, except to the extent retention is required by applicable law, provided that retained copies remain subject to the confidentiality obligations herein. The obligations in this section shall survive termination for a period of three (3) years, except for trade secrets which shall survive for as long as protected by applicable law.

Limitation of Liability

Except for breaches of confidentiality, gross negligence or willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and total cumulative liability arising out of or relating to this Agreement shall not exceed the amounts paid to Service Provider by Client under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Independent Contractor

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, benefits and other statutory obligations arising from the performance of services under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any executed Work Orders or written confirmations referencing this Agreement, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be given in writing to the addresses set forth above or to such other address as either party may designate by notice to the other. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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