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SERVICE AGREEMENT

This Service Agreement (the "Agreement") is entered into as of [Date], by and between ApexTech Solutions LLC, a [State] limited liability company ("Service Provider"), and Smith and Associates Inc., a [State] corporation ("Client") (collectively referred to herein as the "Parties").

1. SCOPE OF SERVICES

1.1. Services

Service Provider shall provide the services ("Services") described in Exhibit A, which is attached hereto and incorporated herein by reference.

1.2. Standard of Performance

Service Provider shall perform the Services diligently, in a professional and workmanlike manner consistent with the industry standards, and in compliance with all applicable laws, rules, and regulations.

2. PAYMENT TERMS

2.1. Fees

For the performance of the Services, Client shall pay Service Provider the fees as detailed in Exhibit B, attached hereto and incorporated herein by reference ("Fees").

2.2. Invoices and Payment Schedule

Service Provider shall submit invoices to Client on a [monthly/quarterly/annual] basis, and Client shall pay such invoices within thirty (30) days of receipt. Any payment not received within this period shall be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

2.3. Expenses

Client shall reimburse Service Provider for reasonable and necessary out-of-pocket expenses ("Expenses") incurred in connection with the performance of the Services, provided that Service Provider has obtained written approval from Client before incurring such Expenses.

2.4. Taxes

Service Provider is responsible for any taxes resulting from the performance of the Services, including but not limited to income, sales, use, and transfer taxes, and any taxes associated with Service Provider's personnel.

3. DEADLINES

3.1. Time for Performance

Service Provider shall perform the Services in a timely manner and adhere to the deadlines set forth in Exhibit A. The time for performance may be adjusted by mutual written agreement between the Parties.

3.2. Delays

If Service Provider is unable to meet any deadline due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or governmental actions, Service Provider shall promptly notify Client in writing and propose a revised deadline, subject to Client's approval.

4. DISPUTE RESOLUTION

4.1. Good Faith Negotiation

Any dispute arising out of or relating to this Agreement shall first be negotiated in good faith by the Parties. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may initiate mediation under paragraph 4.2 or other mutually agreed alternative dispute resolution method.

4.2. Mediation

Any unresolved dispute shall be submitted to non-binding mediation conducted in accordance with the rules of a recognized mediation institution selected by the Parties. The costs of the mediation, including mediator's fees and any administrative fees, shall be shared equally by the Parties.

4.3. Litigation

If the Parties do not resolve the dispute through mediation or an alternative dispute resolution method agreed upon by the Parties, either Party may commence litigation. The prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and disbursements in addition to any other relief that may be granted.

5. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [State], and each Party consents to the jurisdiction of such courts for the purposes of any such action.

6. MISCELLANEOUS

6.1. Entire Agreement

This Agreement, including any attached exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

6.2. Amendment; Waiver

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought, and no waiver of any provision shall constitute a waiver of any future performance of such provision.

6.3. Assignment

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

__________________________ __________________________
[Service Provider Name] [Client Name]
ApexTech Solutions LLC Smith and Associates Inc.