Business PSA Draft

Business PSA Draft — Professional Services Agreement

This Professional Services Agreement (the "Agreement") is entered into as of by and between ("Service Provider") and ("Client").

WHEREAS

WHEREAS, Service Provider has expertise and experience in providing the professional services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider is willing to accept such engagement under the terms and conditions herein; and

WHEREAS, the parties intend that the performance, payment and confidentiality obligations set forth in this Agreement will govern their relationship with respect to the services to be provided.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") for Client in accordance with the standards of the profession and this Agreement. The Services shall include, at a minimum:

PAYMENT TERMS

Total Fee: $ payable in accordance with the schedule below.

Deposit: due upon execution. Final payment due upon completion and delivery of final deliverables.

Late Fee: unpaid amounts shall accrue interest at (or the maximum rate permitted by law), calculated monthly, until paid in full.

TERM AND TERMINATION

Term Commencement Date: and Term End Date: .

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, together with any non-cancellable commitments.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Disclosing Party is given prompt notice and opportunity to limit disclosure.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Remedies for breach shall include injunctive relief in addition to any other legal remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing materials, methodologies, tools and know-how. Subject to full payment of all amounts due, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement for Client's internal business purposes. Any third-party materials included in deliverables remain subject to the applicable third-party license terms.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Any attempted assignment in violation of this provision is void.

Notices: All notices under this Agreement shall be in writing and delivered to the contact addresses provided above, or to such other address as a party may designate in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

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