MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of

________, is made by and between Simplex, Inc., an Illinois corporation, with its
principal office located at 5300 Rising Moon Road, Springfield, IL 62711-6228
(“Client”), and _____________________, a ________________ corporation with its
principal location of ________________________________.

I. WITNESSES:

WHEREAS, Client desires _____________________ to perform certain services from

time to time relating to, among other things, software development, programming or
consulting services, all upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, _____________________ and Client, intending to be legally
bound, hereby agree as follows:

Section 1 - SERVICES

1.1 Services. _____________________ and Client will develop and enter into one or
more Statements of Work incorporating a description of the specific services requested
by Client (each, and as modified by the parties from time to time, a “SOW”). Each SOW
will set forth to the extent applicable, among other things, project scope, schedule,
various project activities and tasks to be performed by the parties, deliverables,
acceptance procedures and criteria, and roles and responsibilities of the parties. Each
SOW shall specifically identify this Agreement and indicate that it is subject to the terms
hereof. To the extent there are any conflicts or inconsistencies between this Agreement
and any SOW, the provisions of this Agreement shall govern and control.
_____________________ will provide to Client those services described as its obligation
in each SOW (collectively, the “Services”).

1.2 Deliverables; Acceptance of Deliverables. Each SOW will describe, if

applicable, the deliverables that _____________________ is obligated to furnish to
Client hereunder (collectively, the “_____________________ Deliverables”) and the
acceptance criteria for each of the _____________________ Deliverables (the
“Acceptance Criteria”). Client shall review, evaluate and/or test, as the case may be,
each of the _____________________ Deliverables within the applicable and reasonable
time period set forth in a SOW (with respect to each _____________________
Deliverable, the “Acceptance Period”) to determine whether or not such
_____________________ Deliverable satisfies the applicable Acceptance Criteria in all
material respects. If any _____________________ Deliverable fails to satisfy its
Acceptance Criteria in any material respect, then Client will notify
_____________________ thereof in writing specifying the nonconformity (a “Rejection
Notice”). Thereafter, _____________________ shall use its diligent commercially
reasonable efforts to modify a defective _____________________ Deliverable to so

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 1

conform and the deliverable will be resubmitted for acceptance by Client, provided that
upon resubmission, Client will limit its review, evaluation and/or test to determining
whether the identified defect(s) have been corrected and to the effects which those
modifications have on other portions of the _____________________ Deliverable(s). If
_____________________ is unable to remedy each non-conforming portion of any
_____________________ Deliverable after a reasonable period of time for correction,
then Client’s remedies and _____________________’s entire liability to Client as a
result thereof will be subject to the limitations set forth in Section 8 hereof. If Client does
not furnish a Rejection Notice to _____________________ prior to the end of the
Acceptance Period for any _____________________ Deliverable, then Client will be
deemed to have accepted such _____________________ Deliverable. If requested by
_____________________, Client will promptly sign and deliver to
_____________________ a mutually acceptable certificate evidencing such acceptance.

Section 2 - PAYMENT

2.1 Project Fees and Reimbursable Items. Client shall pay to

_____________________ the fees and other compensation set forth in each SOW.
Client will also reimburse _____________________ for all reasonable out-of-pocket
travel, living and other ancillary expenses paid or incurred by _____________________
in connection with the Services and any other reimbursable items set forth in each SOW.
_____________________ will have no obligation to perform any Services when any
amount required to be paid by Client remains due and unpaid beyond the date such
amount is due. Any suspension of Services by _____________________ as a result of
Client’s failure to make payment as required will extend the due dates of
_____________________ Deliverables and other Services to the extent impacted by such
suspension or delay.

2.2 Invoices; Payments. _____________________ will invoice Client for all fees,
charges and reimbursable items payable to _____________________ on a monthly basis
as such payments are due. Client will pay the invoiced amount in full upon receipt of
invoice, without deduction or setoff. Client will pay interest, at a rate equal to the lesser
of 2.5% per month (or part thereof) or the maximum legal rate permitted, on the amount
shown on any invoice that is paid later than thirty (30) days after the date of the invoice.

2.3 Taxes. Client agrees to pay amounts equal to any Federal, State or Local sales,
use, excise, privilege or other taxes or assessments, however designated or levied,
relating to any amounts payable by Client to _____________________ hereunder, this
Agreement or any Services, exclusive of taxes based on _____________________’s net
income or net worth. _____________________ will invoice Client for any taxes payable
by Client that are required to be collected by _____________________ pursuant to any
applicable law, rule, regulation or other requirement of law.

Section 3 - CERTAIN OBLIGATIONS OF THE PARTIES

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 2

A. 3.1 Obligations of _____________________. Except for any
and all software, information, data and other materials provided by Client or
its agents to _____________________, _____________________ agrees that it
shall not knowingly include or authorize any Trojan Horse, back door, time
bomb, drop dead device, worm, virus, or other code of any kind that may
disable, erase, display any unauthorized message or otherwise impair the
Client’s software, with the intent to cause harm. _____________________
will cause its personnel to comply with all of Client’s lawful standards and
procedures when working on-site at Client’s facilities, including standards
and procedures relating to security, provided that _____________________ is
given advanced notice of such standards and procedures.

Section 4 - OWNERSHIP

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 3

B. 4.1 Work Product and Client Intellectual Property. The term
“Work Product” means any inventions, software, documentation, reports,
designs, specifications, processes, works of authorship, data or modifications
and enhancements to software or documentation that are made, conceived,
developed or reduced to practice, alone or jointly with others, by
_____________________ personnel for Client in the course of performing
Services, whether or not any such items are eligible for patent, copyright,
trade secret or other legal protection Services, provided that Work Product
shall not include _____________________ Intellectual Property (as defined
below). All Work Product, including all patent, copyright, trade secret and
other intellectual property rights related thereto, will be the sole and
exclusive property of Client or its designee upon Client’s payment in full of
amounts payable hereunder. The parties intend that all Work Product shall
be considered to be work-for-hire to the extent it qualifies as such under
applicable law. To the extent that any Work Product is not, automatically
upon creation thereof, owned by Client as a work-for-hire or otherwise,
_____________________ hereby assigns and agrees to assign to Company all
of its right, title and interest in, to and under all Work Product, subject to
payment of all amounts payable by Client. At Client’s request and expense,
during and after the term of this Agreement, _____________________ will
execute documents and give testimony and take further acts reasonably
requested by Client to assist Client or its designee with any efforts of Client
or its designee to obtain and perfect patent, copyright, trade secret and other
legal protection for the Work Product. Client shall pay
_____________________ for any time required for such assistance, excluding
for the execution of document, at _____________________’s hourly rate for
the required personnel. Nothing contained in this Agreement or otherwise
shall be construed to grant to _____________________ any right, title, license
or other interest in, to or under any of Client’s software, specifications,
drawings, sketches, models, samples, records, documentation, works of
authorship or creative works (whether by estoppel, implication or otherwise),
except the right to modify and otherwise use such items only in conjunction
with the performance of Services. The provisions of this Section 4.1 shall be
subject to the provisions of Sections 4.2 and 4.3 below.

C. 4.2 Residual Rights. Notwithstanding the above, Client

agrees that _____________________, its employees and agents shall be free to
use and employ their general skills, know-how, and expertise, and to use,
disclose, and employ any generalized ideas, concepts, know-how, methods,
techniques or skills gained or learned during the course of any Services
performed hereunder, subject to its obligations respecting Client’s
Confidential Information pursuant to Section 5. Client understands and
agrees that _____________________ may perform similar services for third
parties using the same personnel that _____________________ may utilize
for rendering the Services for Client hereunder, subject to
_____________________ obligations respecting Client’s Confidential
Information pursuant to Section 5.

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 4

D. 4.3 _____________________ Intellectual Property.
_____________________ (or its licensor) will at all times retain and have sole
and exclusive title to and ownership of any software, methodologies, tools,
specifications, techniques, documentation or data which is utilized by
_____________________ in the performance of Services and has been
originated or developed by _____________________, its affiliates or by third
parties outside of the scope of the Services, or which has been purchased by
or licensed to _____________________, together with any and all additions,
enhancements, improvements or other modifications thereto (whether or not
made during the performance of the Services), and all patent, copyright,
trade secret and other intellectual property rights related to any of the
foregoing (collectively, “_____________________ Intellectual Property”).
Nothing contained in this Agreement or otherwise shall be construed to grant
to Client any right, title, license or other interest in, to or under any
_____________________ Intellectual Property (whether by estoppel,
implication or otherwise).

Section 5 - CONFIDENTIAL INFORMATION

5.1 Confidentiality Obligations. (a) The term “Confidential Information” shall

mean any and all information or proprietary materials (in every form and media) not
generally known in the relevant trade or industry and which has been or is hereafter
disclosed or made available by either party (the “disclosing party”) to the other (the
“receiving party”) in connection with the efforts contemplated hereunder, including (i) all
trade secrets, (ii) existing or contemplated products, services, designs, technology,
processes, technical data, engineering, techniques, methodologies and concepts and any
information related thereto, and (iii) information relating to business plans, sales or
marketing methods and customer lists or requirements.

(b) Client and _____________________ shall each (i) hold the Confidential
Information of the other in trust and confidence and avoid the disclosure or release
thereof to any other person or entity by using the same degree of care as it uses to avoid
unauthorized use, disclosure, or dissemination of its own Confidential Information of a
similar nature, but not less than reasonable care, and (ii) not use the Confidential
Information of the other party for any purpose whatsoever except as expressly
contemplated under this Agreement or any SOW. Each party shall disclose the
Confidential Information of the other only to those of its employees, independent
contractors, permitted subcontractors (including their employees and independent
contractors) having a need to know such Confidential Information, provided that such
persons and entities have signed a non-disclosure agreement containing provisions no
less restrictive that those contained in this Section 5.

(c) The obligations of either party under this Section 5.1 will not apply to
information or materials that the receiving party can demonstrate (i) was in its possession
at the time of disclosure and without restriction as to confidentiality, (ii) at the time of
disclosure is generally available to the public or after disclosure becomes generally
available to the public through no breach of agreement or other wrongful act by the

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 5

receiving party, (iii) has been received from a third party without restriction on disclosure
and without breach of agreement or other wrongful act by the receiving party, (iv) is
independently developed by the receiving party without reference to the Confidential
Information of the other party, or (v) is required to be disclosed by law or order of a court
of competent jurisdiction or regulatory authority, provided that the receiving party shall
furnish prompt written notice of such required disclosure and reasonably cooperate with
the disclosing party, at the disclosing party’s cost and expense, in any effort made by the
disclosing party to seek a protective order or other appropriate protection of its
Confidential Information and any disclosure under this clause (v) is limited to the extent
of the legal requirement.

Section 6 - INDEMNIFICATION

6.1 Intellectual Property Rights Indemnity. _____________________ and Client

(in such case, the “Indemnifying Party”) each agree to indemnify and hold harmless the
other (in such case, the “Indemnified Party”) from and against any costs and damages
awarded against the indemnified party by a court pursuant to a final judgment as a result
of, and defend the indemnified party against, any claim of infringement of any U.S.
patent or copyright or misappropriation of any trade secret related to a
_____________________ Deliverable (in the case of indemnification by
_____________________) or _____________________’s possession, use or
modification of any software, documentation, data or other property provided by the
Client (in the case of indemnification by Client).

6.2 Infringement and Misappropriation Remedies. If an infringement or

misappropriation claim as described in Section 6.1 above arises, or if
_____________________ reasonably believes that a claim is likely to be made,
_____________________ may, at its option: (i) modify the applicable
_____________________ Deliverables provided under the Services so that they become
non-infringing but functionally equivalent; or (ii) replace the applicable
_____________________ Deliverables with material that is non-infringing but
functionally equivalent; or (iii) obtain for Client the right to use such
_____________________ Deliverables upon commercially reasonable terms to both
parties but at no cost to Client; or (iv) remove the infringing or violating
_____________________ Deliverables and refund to Client the fees received for such
_____________________ Deliverables that are the subject of such a claim based on a
five (5) year straight line depreciation. _____________________ shall have no
obligation under this Section 6.2 or other liability for any infringement or
misappropriation claim resulting or alleged to result from: (1) use of the
_____________________ Deliverables or any part thereof in combination with any non-
_____________________ approved equipment, software or data, or in any manner for
which the same was not designed, or if same has been modified or altered by an person or
entity other than _____________________; (2) any aspect of Client’s software,
documentation or data which existed prior to _____________________’s performance of
Services; (3) any claim arising from any instruction, information, design or other
materials furnished by Client or any third party to _____________________ hereunder or

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 6

(4) Client’s continuing the allegedly infringing activity after being notified thereof or
after being informed and provided with modifications that would have avoided the
alleged infringement. This Section 6 sets forth the exclusive remedy and entire liability
and obligation of each party with respect to intellectual property infringement or
misappropriation claims, including patent or copyright infringement claims and trade
secret misappropriation.

E. 6.3 Personal Injury and Property Damage Indemnity. Each

Indemnifying Party agrees to indemnify and hold harmless the other from
and against damages, costs and expenses (including reasonable attorneys
fees) awarded against the Indemnified Party by a court pursuant to a final
judgment as a result of, and defend the Indemnified Party against, any claim
or action made or commenced by a third party or its legal representatives or
successors for claims of death or bodily injury to such third party or physical
damage to real or tangible personal property (excluding software, data and
documentation) of such third party, to the extent caused directly and
proximately by the negligence or willful misconduct of the Indemnifying
Party. The provisions of this Section 6.3 shall not apply to claims, damages,
costs or expenses arising out of or otherwise relating to the functioning,
operations, quality, or use of any Services or _____________________
Deliverables, all of which shall be treated as warranty claims under Section 7
of the Agreement.

F. 6.4 Indemnification Procedures. The obligations to

indemnify, defend and hold harmless set forth above in this Section 6 will not
apply to the extent the Indemnified Party was responsible for giving rise to
the matter upon which the claim for indemnification is based and will not
apply unless the Indemnified Party (i) promptly notifies the Indemnifying
Party of any matters in respect of which the indemnity may apply and of
which the Indemnified Party has knowledge; (ii) gives the Indemnifying
Party full opportunity to control the response thereto and the defense
thereof, including any agreement relating to the settlement thereof, provided
that the Indemnifying Party shall not settle any such claim or action without
the prior written consent of the Indemnified Party (which shall not be
unreasonably withheld or delayed); and (iii) cooperates with the
Indemnifying Party, at the Indemnifying Party’s cost and expense in the
defense or settlement thereof. The Indemnified Party may participate, at its
own expense, in such defense and in any settlement discussions directly or
through counsel of its choice on a monitoring, non-controlling basis.

Section 7 - WARRANTY

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 7

G. 7.1 Limited Warranty. With respect to any
_____________________ Deliverable or other Services, excluding any Client
provided or third party materials, _____________________ warrants the
following for a period of thirty (30) days following final acceptance by Client
of the particular _____________________ Deliverable or the performance of
such other Services (the “Warranty Period”):

1. (a) the applicable Services rendered hereunder will be performed by

qualified personnel;
2. (b) the applicable Services performed will substantially conform to any
applicable requirements set forth in the SOW;
3. (c) the applicable _____________________ Deliverable or Services will
materially conform to the specifications, if any, and/or Acceptance Criteria, if any, for
those specific corresponding _____________________ Deliverables or Services.
In the event that any _____________________ Deliverable or Service fails to conform to
the foregoing warranties in any material respect, _____________________ shall have the
right and obligation to cure or correct such failure as soon as reasonably practical at
_____________________’s expense. If _____________________ is unable to cure or
correct such failure within a commercially reasonable period of time, then Client may
pursue its remedy at law to recover direct damages resulting from the breach of the
limited warranties, subject to the limitations set forth in Section 8 hereof. These remedies
are the exclusive remedies and _____________________’s only obligation for breach of
the warranties contained in this Section 7.1. _____________________ does not warrant
that any _____________________ Deliverable will operate uninterrupted or error-free,
provided that _____________________ shall remain obligated pursuant to this Section 7.
The foregoing warranties are expressly conditioned upon (i) Client providing
_____________________ with prompt written notice of any claim there under prior to
the expiration thereof, which notice must identify with particularity the non-conformity;
(ii) Client’s full cooperation with _____________________ in all reasonable respects
relating thereto, including assisting _____________________ to locate and reproduce the
non-conformity; and (iii) with respect to any _____________________ Deliverable, the
absence of any alteration or other modification of such _____________________
Deliverable by any person or entity other than _____________________. The foregoing
warranties will not apply if the alleged breach of warranty is due to third party hardware,
software and any other services or goods supplied by third parties (including Client) not
conforming to their respective technical, functional and performance specifications and
criteria, and _____________________ shall have no liability or obligation as a result
thereof.
7.2 Disclaimer. Except as expressly provided in Section 7.1,
_____________________ does not make any representation or warranty of any kind,
whether such warranty be expressed or implied, including any warranty of
merchantability or fitness for a particular purpose or any warranty form course of dealing
or usage of trade.

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 8

 7.3 Responsibility of Client. In the event that Client asserts any claim for
warranty services hereunder and such claim relates to any matter that is determined not to
be _____________________’s responsibility hereunder (including any problem with
Client’s computer hardware or the Software that was not caused by any Services
performed by _____________________), Client will be responsible to pay
_____________________ for all evaluation, correction or other services performed by
_____________________ relating to such claim on a time and materials basis at
_____________________’s then standard billing rates.

Section 8 - LIMITATION OF LIABILITY AND REMEDIES

8.1 Exclusion of Damages. In no event shall either party be liable to the other party
or any other person or entity for any special, exemplary, indirect, incidental,
consequential or punitive damages of any kind or nature whatsoever (including, without
limitation, lost revenues, profits, savings or business, other than amounts due and payable
to _____________________) or loss of records or data, whether in an action based on
contract, warranty, strict liability, tort (including, without limitation, negligence) or
otherwise, even if such party has been informed in advance of the possibility of such
damages or such damages could have been reasonably foreseen by such party.

8.2 Total Liability. Except for any liability of _____________________ under

Section 6 hereof, in no event shall the liability of _____________________ to Client
arising out of or in connection with this Agreement or the Services exceed, in the
aggregate, the total fees paid by Client to _____________________ for the particular
Services or _____________________ Deliverable with respect to which such liability
relates (or in the case of any liability not related to a particular portion of the Services, the
total fees paid by Client to _____________________ under the applicable SOW),
whether such liability is based on an action in contract, warranty, strict liability or tort
(including, without limitation, negligence) or otherwise.

8.3 General. The parties agree that this Agreement is solely for the benefit of the
parties hereto and no provision of this Agreement shall be deemed to confer upon any
other person or entity any remedy, claim, liability, reimbursement, cause of action or
other right whatsoever. _____________________’s entire liability under this Agreement
or arising from the Services shall be subject to the limitations contained in this Section 8.
The parties have agreed that the limitations specified in this Section 8 will survive and
apply even if any limited remedy specified in this Agreement is found to have failed of its
essential purpose and represents an allocation of risk between the parties and is an
essential and material part of this Agreement.

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 9

Section 9 - EMPLOYEES

H. 9.1 No Employee Relationship. _____________________’s

resources are not and shall not be deemed to be employees of Client.
_____________________ shall be solely responsible for the payment of all
compensation to its resources, including provisions for associated taxes,
workmen’s compensation and any similar taxes associated with resources of
_____________________’s personnel. _____________________’s resources
shall not be entitled to any benefits paid or made available by Client to its
employees.

9.2 Non-Solicitation Obligations. During the term of each SOW and for a
period of twelve (12) months thereafter, neither party shall, directly or indirectly, solicit
for employment or employ, whether as an employee or independent contractor, or accept
services provided by, any employee, officer or independent contractor of the other party
who performed any work in connection with or related to the Services under the
applicable SOW.

9.3 Right-to-Hire Clause. If in the event, Client wants to offer full-time

employment to any _____________________’s resource during the term of a SOW or
during a period of twelve (12) months thereafter, Client shall make such request to
_____________________ in writing and will include agreement to compensate
_____________________ no less than 30% of 1st year compensation package (including
base and target bonus). _____________________ will then have a period of thirty (30)
days to respond with acceptance/decline such offer.

Section 10 - TERM AND TERMINATION

10.1 Term. The term of this Agreement will commence on the date first written above
and, unless sooner terminated hereunder, will remain in effect for a term of five (5) years.

10.2 Termination. This Agreement may be terminated by either party (the “non-
defaulting party”) if any of the following events occur by or with respect to the other
party (the “defaulting party”): (i) the defaulting party commits a material breach of any
of its obligations hereunder and fails to cure such breach within the time period set forth
in Section 10.3 hereof or fails to reach an agreement with the non-defaulting party
regarding the cure thereof; or (ii) any insolvency of the defaulting party, any filing of a
petition in bankruptcy by or against the defaulting party, any appointment of a receiver
for the defaulting party, or any assignment for the benefit of the defaulting party’s
creditors.

10.3 Remedies; Grace Period. In the event either party commits a material breach of
any its obligations hereunder, the non-defaulting party will so notify the defaulting party
in writing (and, in such notice, indicate the nature of the breach and the assertion of the
non-defaulting party’s right to terminate). The defaulting party will have thirty (30) days
(except ten (10) days in the case of payment of monies due) following receipt of such
notice to cure such breach or, if such breach reasonably cannot be cured in thirty (30)

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 10

days, such longer period of time as may be reasonably necessary to effect such cure if the
defaulting party furnishes to the non-defaulting party within such thirty (30) day period a
plan demonstrating that it is capable of curing the breach and thereafter diligently
proceeds to prosecute such plan to completion. If such breach remains uncured after such
cure period, the non-defaulting party may terminate this Agreement pursuant to Section
10.2 effective immediately by sending further notice to such effect.

10.4 Termination by _____________________. In the event

_____________________ terminates this Agreement pursuant to this Section 10,
_____________________ will be entitled to recover payment for all Services rendered
through the date of termination (including for work-in-progress), those costs reasonably
incurred in anticipation of performance of the Services to the extent they cannot
reasonably be eliminated, any other termination costs _____________________ incurs in
connection with canceling any secondary contracts it undertook in anticipation of
performance of the Services and any other actual damages suffered by
_____________________.

10.5 Termination by Client. In the event Client terminates this Agreement pursuant
to this Section 10, Client may retain all _____________________ Deliverables delivered
to or for the benefit of Client hereunder through the date of termination, whether in
electronic or other form, upon payment by Client for all accepted
_____________________ Deliverables and any other Services rendered through the date
of termination. In addition, Client may recover its actual damages, subject to the
limitations set forth in Section 8 hereof.

10.6 Survival. In the event of termination or upon expiration of this Agreement,

Sections 2, 4, 5, 6, 7 (subject to the expiration of any warranty period), 8, 9 and 11 hereof
will survive and continue in full force and effect.

Section 11 - MISCELLANEOUS

11.1 Excusable Delays and Failures. Each party will be excused from delays in
performing, or from its failure to perform, hereunder to the extent that such delays or
failures result from causes beyond such party’s reasonable control. Unavailability of
personnel shall not be the basis for an excusable delay. Client further acknowledges that
such delays or failures shall be subject to change management procedures and may result
in additional charges for the Services.

11.200 Interpretation. When used in this Agreement, the singular will include the
plural, and vice versa. “Including,” “includes” and “include” mean, respectively,
“including, without limitation,” “includes, without limitation” and “include, without
limitation”.

11.3 Rights and Remedies. No failure or delay by any party in exercising any of its
rights or remedies hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any such right or remedy preclude any other or further exercise thereof

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 11

or the exercise of any other right or remedy. Except as otherwise provided herein, the
rights and remedies of the parties provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided under this Agreement, by law, in equity or
otherwise.

11.4 No Agency. _____________________ and Client are not partners or joint

ventures; neither party is the agent, representative or employee of the other party; and
nothing in this Agreement will be construed to create any relationship between them
other than an independent contractor relationship. _____________________ will have
sole responsibility for the assignment of personnel to perform any Services.

11.5 Notices. All notices, consents and other communications required or which may
be given under this Agreement will be deemed to have been duly given (a) when
delivered by hand; (b) three (3) days after being mailed by registered or certified mail,
return receipt requested; or (c) when received by the addressee, if sent by facsimile
transmission or by Express Mail, Federal Express or other express delivery service
(receipt requested), in each case addressed to a party at its address set forth below (or to
such other address(es) as such party may hereafter designate as to itself by notice to the
other party hereto):

If to _____________________ If to Client:_____________________

Attn: Attn: ________________

cc: cc: _________________

11.6 No Assignment; Successors and Assigns. Neither party may assign or

otherwise transfer or delegate (including subcontracting) any of its rights, duties or
obligations under this Agreement without the prior written consent of the other party,
except (i) either party may, upon written notice to the other party (but without any
obligation to obtain the consent of such other party), assign this Agreement or any of its
rights hereunder to any person or entity who succeeds (by purchase, merger, operation of
law or otherwise) to all or substantially all of the capital stock, assets or business of such
party, if such person or entity agrees in writing to assume and be bound by all of the
obligations of such party under this Agreement, (ii) _____________________ may
assign the right to monies due or to become due under this Agreement, and (iii) Services
or parts thereof may be performed by affiliates of _____________________. Any
attempted assignment, transfer or delegation in contravention of this paragraph will be
void and of no force and effect. No permitted subcontracting will relieve
_____________________ from any of its obligations under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assignees.

11.7 Enforceability; Severability. If the scope of any provision of this

Agreement is too broad to permit enforcement to its full extent, then such provision shall
be enforced to the maximum extent permitted by law, and the scope may be judicially
modified to the extent necessary to conform to law. Any term or provision of this

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 12

Agreement which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this Agreement
or affecting the validity or enforceability of any of the terms or provisions hereof in any
other jurisdiction.

11.8 Governing Law. This Agreement, including the performance and

enforceability hereof, will be governed by and construed in accordance with the laws of
the State of _____________________, without reference to the principles of conflicts of
law.

11.9 Entire Agreement, Amendments, etc. This Agreement and each SOW
constitute the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior or contemporaneous proposals, communications,
representations and agreements, whether oral or written, with respect to the subject matter
hereof. No course of dealing, trade customs, other agreements, representations,
warranties or other matters, oral or written, purportedly agreed to or represented by or on
behalf of _____________________, by any of its salesmen, employees or agents, or
contained in any sales materials or brochures, shall be deemed to bind the parties hereto
with respect to the subject hereof. Any use of the phrase “this Agreement” will include
each SOW (unless such construction is clearly not intended). This Agreement may not
be amended or modified, nor may any right or remedy of any party be waived, unless the
same is in writing and signed by a duly authorized representative of such party. The
waiver by any party of the breach of any term or provision hereof by any other party will
not be construed as a waiver of any other or subsequent breach.

IN WITNESS WHEREOF, _____________________ and Client have caused this

Agreement to be signed and delivered by their duly authorized officers, all as of the date
first herein above written.

By: By:
Name: Name:
Title: Title:

© Copyright 2010 Docstoc Inc. registered document proprietary, copy not 13