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this contract for services is made effective as of , by and between of , ,   (the "recipient"), and of , ,   (the "provider").

. description of services. beginning on , will provide to  the services described in the attached exhibit (collectively, the "services"). the following services (collectively, the "services"):

. payment. payment shall be made to provider in the total amount of  upon completion of servicesupon execution of this contract. no later than .in regular payments of per until termination of this agreement. according to the following schedule: agrees to pay as follows:

event and payment amount

in addition to any other right or remedy provided by law, if fails to pay for the services when due, has the option to treat such failure to pay as a material breach of this contract, and may cancel this contract and/or seek legal remedies.

. term. this contract will terminate automatically on . will terminate automatically upon completion by provider of the services required by this contract. may be terminated by either party upon days' prior written notice to the other party. an email notice by one party will suffice. will remain in effect for a period of .  

. work product ownership. any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "work product") developed in whole or in part by provider in connection with the services will be the exclusive property of recipient. upon request, provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of recipient to the work product.provider. upon request, recipient will execute all documents necessary to confirm or perfect the exclusive ownership of provider to the work product.

. indemnification. provider agrees to indemnify and hold recipient harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against recipient that result from the acts or omissions of provider and/or provider's employees, agents, or representatives.

. warranty. provider shall provide its services and meet its obligations under this contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in provider's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to provider on similar projects.

. default. the occurrence of any of the following shall constitute a material default under this contract:

. attorneys' fees and collection costs. if there is dispute relating to any provisions in this contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

. remedies. in addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the contract by providing written notice to the defaulting party. this notice shall describe with sufficient detail the nature of the default. the party receiving such notice shall have days from the effective date of such notice to cure the default(s). unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this contract.

. force majeure. if performance of this contract or any obligation under this contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("force majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. the term force majeure shall include, without limitation, acts of god, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. the excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. an act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

. dispute resolution. the parties will attempt to resolve any dispute arising out of or relating to this agreement through friendly negotiations amongst the parties. if the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below alternative dispute resolution (adr) procedure.

any controversies or disputes arising out of or relating to this agreement will be resolved by binding arbitration under the rules of the american arbitration association. the arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

. entire agreement. this contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this contract. this contract supersedes any prior written or oral agreements between the parties.

. severability. if any provision of this contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. if a court finds that any provision of this contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

. amendment. this contract may be modified, but such modification must clearly demonstrate an agreement by both parties. an email correspondence showing mutual consent to amend the contract will be sufficient to show that a modification by both parties has occurred.this contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

. governing law. this contract shall be construed in accordance with the laws of the state of commonwealth of .

. notice. any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

. waiver of contractual right. the failure of either party to enforce any provision of this contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this contract.

. attorney's fees to prevailing party. in any action arising hereunder or any separate action pertaining to the validity of this agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.

. construction and interpretation. the rule requiring construction or interpretation against the drafter is waived. the document shall be deemed as if it were drafted by both parties in a mutual effort.

. assignment. neither party may assign or transfer this contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

exhibit a: description of services

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