Vendor Service Agreement

VENDOR SERVICE AGREEMENT

This Vendor Service Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between Client Name: (hereinafter "Client") and Vendor Name: (hereinafter "Vendor"). Client and Vendor may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client desires to engage Vendor to perform certain services described herein and Vendor represents that it has the experience, qualifications and personnel necessary to perform such services in a professional manner;

WHEREAS, Vendor agrees to provide services to Client pursuant to the terms and conditions set forth in this Agreement and any attachments or statements of work executed under this Agreement;

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

1. SCOPE OF WORK

Vendor shall provide services as described in this Section and any statement of work executed by the Parties. Vendor shall perform all work in a timely, professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Vendor for all services rendered in accordance with the rates and schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, beginning on the date payment is due until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on the Commencement Date set forth below and shall continue in effect until the End Date set forth below unless earlier terminated in accordance with this Section.

Commencement Date: ,

End Date: ,

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period identified above after receipt of written notice describing the breach. Either Party may terminate immediately for insolvency, bankruptcy, or appointment of a receiver with respect to the other Party.

4. CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Each receiving Party shall: (a) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is publicly available through no fault of the receiving Party, rightfully obtained by the receiving Party from a third party without restriction, or independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

5. INDEPENDENT CONTRACTOR; SUBCONTRACTORS

Vendor is an independent contractor and not an employee, agent or partner of Client. Vendor shall be solely responsible for all employment, payroll, tax, withholding and other obligations for its personnel. Vendor may engage qualified subcontractors to perform portions of the services provided that Vendor remains responsible for performance and compliance with this Agreement.

6. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates, officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, willful misconduct or material breach of this Agreement by the indemnifying Party.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OBLIGATIONS OF INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO VENDOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction set forth below, without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits and statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a Party may designate by notice. Notice shall be deemed given when delivered in person, by confirmed courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect interpretation. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Vendor may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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