Annual Professional Services Contract Template

ANNUAL PROFESSIONAL SERVICES AGREEMENT

This Annual Professional Services Agreement ("Agreement") is entered into as of the Effective Date: , by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein and Service Provider is willing to perform such services for the compensation and upon the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the performance, delivery, payment, confidentiality, ownership of work product and relationship between the parties for the term specified below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services and related deliverables to be performed by Service Provider as described in Section 2 and the Statement of Work incorporated herein.
1.2 "Deliverables" means the tangible work product, reports, designs, software, documentation and other items to be delivered to Client under this Agreement.
1.3 Other capitalized terms used in this Agreement shall have the meanings set forth where first used or as otherwise defined in writing by the parties.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for one (1) year thereafter (the "Initial Term"), unless earlier terminated in accordance with Section 13. The Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. SCOPE OF SERVICES

3.1 Services. Service Provider shall provide Services and Deliverables as described in the Statement of Work attached hereto as Exhibit A and as further specified in the field below. Service Provider agrees to perform the Services in a professional, workmanlike manner consistent with industry standards.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below. The agreed annual fee is:

4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Late payments shall accrue interest at a rate of % per month or the maximum rate permitted by law, whichever is lower.

Monthly Quarterly Annually

5. EXPENSES

5.1 Reimbursable Expenses. Client shall reimburse Service Provider for pre-approved, reasonable, and necessary out-of-pocket expenses incurred in connection with performance of the Services, provided Service Provider submits receipts or other documentation as reasonably requested by Client.

6. INVOICING

7. CONFIDENTIALITY

7.1 Confidential Information. Each party (the "Disclosing Party") may disclose Confidential Information to the other party (the "Receiving Party") in connection with the performance of this Agreement. Confidential Information shall mean all non-public information disclosed that is designated as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

7.2 Obligations. The Receiving Party shall (a) use Confidential Information solely for performance or receipt of the Services, (b) restrict disclosure to employees or contractors on a need-to-know basis who are bound to protect confidentiality, and (c) employ reasonable safeguards to protect such information. The obligations of confidentiality shall not apply to information which is (i) already known without obligation of confidentiality, (ii) independently developed, (iii) becomes publicly available through no fault of the Receiving Party, or (iv) is required to be disclosed by law provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

8. INDEPENDENT CONTRACTOR

8.1 Relationship. Service Provider is an independent contractor and nothing in this Agreement shall create an employment, agency, partnership, joint venture or fiduciary relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and employment benefits for its personnel.

9. INTELLECTUAL PROPERTY

9.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in any pre-existing intellectual property owned or licensed by that party prior to the Effective Date.

9.2 Deliverables. Subject to Client's payment of all fees due hereunder, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement; provided, however, that Service Provider shall retain ownership of its general know-how, methods, tools, templates and other materials not specifically created for Client ("Retained Materials"). If parties desire a license instead of assignment, indicate below:

Assignment of Deliverables to Client    Perpetual, worldwide, royalty-free license to Client for Deliverables

10. WARRANTIES; DISCLAIMERS

10.1 Service Provider represents and warrants that (a) it will perform the Services in a professional and workmanlike manner in accordance with industry standards; and (b) the Deliverables will materially conform to the requirements set forth in the Statement of Work for a period of days following delivery. Service Provider's sole obligation for breach of the foregoing warranty shall be to re-perform the non-conforming Services or correct non-conforming Deliverables at no additional charge.

10.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. INDEMNIFICATION

11.1 Service Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct or breach of this Agreement, including any claim that the Deliverables, as delivered by Service Provider, infringe a third party's intellectual property rights.

11.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims, liabilities, losses, damages and expenses arising out of Client's use of the Deliverables in a manner not authorized by this Agreement or any Client-supplied materials that infringe third-party rights.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. TERMINATION

13.1 For Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice of the breach.

13.2 For Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

14. TRANSITION ASSISTANCE

14.1 Upon expiration or termination of this Agreement for any reason, Service Provider shall, at Client's request and subject to mutual agreement on timing and compensation, provide reasonable transition assistance to facilitate transfer of Services. Transition assistance is estimated at hours at an hourly rate of per hour.

15. INSURANCE

15.1 Insurance. Service Provider shall maintain, at its own expense, insurance coverage customary for the industry, including commercial general liability with limits of not less than and professional liability/errors & omissions coverage of not less than . Upon request, Service Provider shall provide certificates of insurance evidencing the required coverage.

16. NOTICES

16.1 All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses set forth below or such other address as a party may designate by notice to the other.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.
17.2 Waiver. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or any other right or remedy.
17.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

18.2 Entire Agreement. This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties relating to the subject matter hereof.

18.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

19. MISCELLANEOUS

19.1 Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.
19.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not confer any rights upon any third party.
19.3 Authority to Sign. Each individual signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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