SERVICE MAINTENANCE AGREEMENT (FOR WORK ORDER MAINTENANCE ON A COST PLUS BASIS)

THIS SERVICE MAINTENANCE AGREEMENT ("Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. WORK AND FACILITIES. Except as otherwise expressly provided herein, Contractor shall supply all labor, supervision, and services (the "Work") necessary for its performance as described herein for each facility agreed upon by the parties (each, a "Facility").

2. DESCRIPTION OF WORK.

2.1. The Work to be provided with respect to each Facility may include the following:

(a) New parts;

(b) Repairs;

(c) Miscellaneous hardware;

(d) Technical field advisory services;

(e) Program management/program engineer services; and

(f) Such other goods and/or services as Contractor and Company may agree.

2.2. The parties shall agree on the Work to be performed under this Agreement for each Facility in a separate work order signed by Company and Contractor ("Work Order").

2.3. Each Work Order shall set forth a schedule for the performance of the Work and may specify the sequence in which such Work is to be performed.

3. WORK ORDERS

3.1. Contractor shall perform all Work hereunder for each Facility and any additional Work agreed to by Company and Contractor pursuant to a Work Order, which shall describe in more detail the Work to be performed with respect to such Facility.

3.2. Each Work Order and/or change thereto shall be mutually agreed upon and executed by Company and Contractor.

3.3. In the event of conflict between any Work Order and the terms and conditions of this Agreement, the terms and conditions of this Agreement will take precedence and govern in all cases unless otherwise expressly agreed in the Work Order.

4. PRICE.

4.1. Fees. Each Work Order shall be priced on a cost plus basis, not to exceed [_____________]% of Contractor's cost.

4.2. Taxes. Company agrees to pay or reimburse Contractor for any taxes which Contractor or its subcontractors or vendors are required to pay in connection with any Work provided hereunder.

4.3. Invoices. Contractor shall invoice Customer for all Work performed on a monthly basis in arrears. All invoices shall itemize the charges for Work and expenses provided for in the Work Order, shall make specific reference to the Facility and the Work Order Number, and shall have appended thereto such supporting documentation as may be required for substantiation.

4.4. Payments Not Acceptance. Any payment made hereunder shall not be deemed or construed as approval or acceptance of any Work.

5. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Customer in whole or in part without the prior written consent of Contractor. Any transfer, assignment, delegation or sublicense by Customer without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________