Fill and Sign the Agreement Technical Form

Agreement for Professional or Technical Services Relating to Planning This Technical Services Agreement made on the __________________________ (date), between ____________________________________ (Name of Contractor), a corporation organized and existing under the laws of the state of ____________________, with its principal office located at ________________________________________________________________ _______________________________________ (street address, city, county, state, zip code), referred to herein as Contractor, and _________________________________ (Name of Client), a corporation organized and existing under the laws of the state of ________________________, with its principal office located at __________________________________________________ __________________________________ (street address, city, county, state, zip code) , referred to herein as Client. Whereas, Client is undertaking certain activities necessary for the implementation of a new communications and marketing system for their ___________________________________ (type of business) ; and Client desires to engage Contractor to render certain advice and assistance in connection with the undertakings by Client. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Scope of Services Contractor shall perform all the necessary services provided under this contract in connection with and respecting the implementation of a new communications and marketing system for Client. Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined by Client, the following: A. (Specify the character and extent of the services to be performed by Contractor in sufficient detail to preclude questions as to the scope of the services covered by the contract) ____________________________________________________________________________________________________________________________________________________________ _____________________________________________________________________________; B. (State the extent and character of any tests, studies, and analyses to be made and, where appropriate, the method to be employed in the collection of the data, and the sources of information prescribed to be used) _______________________________________ ______________________________________________________________________________ _____________________________________________________________________________; C. (Identify and specify the types of any designs, drawings, estimates, tabulations, reports, recommendations, or other documents to be prepared, indicating the number of copies of any such documents to be submitted) ____________________________________________ ______________________________________________________________________________ _____________________________________________________________________________;D. (Clearly state whether and to what extent the professional or technical services include the review, inspection, coordination, or supervision of work performed by others, and whether consultations, conferences, and other services are included and their nature.) ______ _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________. 2. Time of Performance The services of Contractor are to commence on ___________________________ (date), and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of this contract; but in any event all services required by the contract shall be completed within _______ (number) consecutive calendar days from the date of this contract. 3. Compensation A.Client shall pay to Contractor $_____________, which shall constitute full and complete compensation for Contractor's services under this contract. Such sum will be paid in the following manner, in every case subject to receipt of a requisition for payment from Contractor specifying the performance of the work under this contract in conformance with the contract and entitlement to receive the amount requisitioned under the terms of t he contract: (Clearly indicate when and in what amounts the compensation is to be paid, specifying what portions will be retained by Client until particular services have been satisfactori ly completed as determined by it.) ____________________________________________________________ ___________________________________________________________________________________________________________________________________________________________. B. In addition to the compensation provided above, Client shall reimburse Contractor, on a monthly basis for travel and subsistence expenses in connection with the performance of duties under this contract outside (city or other geographical area) ___________ _____________________________ as follows: 1.The actual cost of transportation by common carrier; or 2. ________cents per mile if the travel is performed by privately owned automobile, 3. Said amounts are not to exceed $____________ per day. C . It is agreed that in no event shall the total compensation and reimbursement, if any, to be paid under the contract exceed the maximum of $____________ for all of the services required. 4. Termination A. If, through any cause, Contractor shall fail to fulfill in a timely and proper manner any obligations under this contract, or if Contractor shall violate any of the covenants, agreements, or stipulations of this contract, Client shall have the right to terminate this contract by giving written notice to Contractor of such termination and specifying the effective date of termination, at least ______days before the effective date. In that event, all finishe d or unfinished documents, data, studies, and reports prepared by Contractor under this contract, at the option of Client , shall become its property and Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on the documents. B. In addition, Client may terminate this contract for its convenience at any time by notice from Client to Contractor . If the contract is so terminated by Client, Contractor shall be paid an amount that bears the same ratio to the total compensation as the services actually performed bear to the total services of Contractor covered by this contract, less payments of compensation previously made. 5. Changes in Scope of Services Client, from time to time, may request changes in the scope of the services of Contractor to be performed under this contract. Such changes, including any increase or decrease in the amount of Contractor 's compensation, as are mutually agreed on between Client and Contractor shall be incorporated in written amendments to this contract. 6. Subcontracting None of the services covered by this contract shall be subcontracted without the prior written consent of Client. Contractor shall be fully responsible to Client for the acts and omissions of subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by Contractor. 7. Assignments Contractor shall not assign any interest in this contract, and shall not transfer any interest in the contract, whether by assignment or novation, without the prior written approval of Client. 8. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 9. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 10. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 11. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 12. Entire AgreementThis Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. WITNESS our signatures as of the day and date first above stated. _______________________________ _____________________________ (Name of Contractor) (Name of Client) By: ____________________________ By: __________________________ (Printed or typed name) (Printed or typed name) _______________________________ ______________________________ _______________________________ ______________________________ (Name and Office in Corporation) (Name and Office in Corporation)