CIIA Professional Services Agreement

CIIA Professional Services Agreement

This Professional Services Agreement ("Agreement") is made effective as of Effective Date: between Client Name: , and Service Provider Name: .

Recitals

WHEREAS, Client requires certain professional services related to advisory, consulting, technical, or analytical work as described herein; and

WHEREAS, Service Provider represents that it has the skill, experience, personnel and resources necessary to perform the services and is willing to perform such services for Client in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and delivery of the Services and Deliverables.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For purposes of this Agreement: (a) "Services" means the professional services to be performed by Service Provider as described in Section 2 and Schedule A; (b) "Deliverables" means tangible or electronic work product created by Service Provider specifically for Client pursuant to the Services; (c) "Confidential Information" means non-public information disclosed by a party marked or identified as confidential or that should reasonably be understood to be confidential; and (d) "Third Party Materials" means materials, software or data owned by third parties and incorporated into Deliverables.

2. Scope of Services

Service Provider shall perform the Services described in Schedule A attached hereto and incorporated by reference. Service Provider shall perform the Services in a timely, professional and workmanlike manner consistent with industry standards. Any changes to the scope of Services shall be documented in a written change order signed by authorized representatives of both parties, which shall include any adjustments to fees, schedule and acceptance criteria.

3. Term

The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 14.

4. Compensation

Client shall pay Service Provider the fees and rates set forth below or in Schedule B. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon receipt of supporting documentation.

5. Invoicing; Payment

Service Provider shall submit invoices in accordance with the schedule set forth in Section 4 or as otherwise agreed. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be resolved promptly and the undisputed portion shall be paid in accordance with this Section. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. Expenses

Client will reimburse Service Provider for reasonable travel, lodging, materials and other authorized expenses incurred in connection with performance of the Services, provided Service Provider furnishes receipts or other supporting documentation and such expenses are pre-approved where required by Client's written policies.

7. Independent Contractor

Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall have sole responsibility for payment of all compensation, taxes, withholdings and benefits for its personnel and agents. Service Provider shall be responsible for providing all tools, equipment and materials necessary to perform the Services unless otherwise agreed in writing.

8. Confidentiality

Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information except to employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information shall not include information that (i) is or becomes public without breach; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed.

9. Intellectual Property

Subject to full payment of all fees due, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables that are specifically created for Client under this Agreement, and waives all moral rights to the extent permitted by law. Notwithstanding the foregoing, Service Provider shall retain ownership of its pre-existing intellectual property and tools, and grants Client a non-exclusive, non-transferable license to use such pre-existing materials only to the extent incorporated into the Deliverables. Third Party Materials shall remain subject to the applicable third party licenses and Client shall comply with such terms.

10. Representations and Warranties

Each party represents that it has full corporate power and authority to enter into this Agreement, that the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law or contractual obligation, and that it will perform its obligations in accordance with applicable laws. Service Provider further warrants that the Services will be performed in a professional manner consistent with prevailing industry standards and that, to its knowledge, the Deliverables will not infringe third party intellectual property rights.

11. Indemnification

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's gross negligence or willful misconduct, or (b) any claim that the Deliverables infringe a third party's intellectual property rights, provided that Client promptly notifies Service Provider of the claim, gives Service Provider sole control of the defense and reasonable cooperation.

12. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

13. Insurance

During the term of this Agreement Service Provider shall maintain insurance coverage appropriate to the Services to be performed, including commercial general liability, professional liability (errors and omissions) and workers' compensation as required by applicable law. Upon request, Service Provider shall provide certificates of insurance evidencing coverage and naming Client as an additional insured where appropriate.

14. Termination

Either party may terminate this Agreement for cause if the other party materially breaches and fails to cure such breach within thirty (30) days after written notice. Client may terminate this Agreement for convenience upon days' prior written notice to Service Provider, in which event Client shall pay for Services performed and expenses incurred through the effective date of termination and any non-cancellable commitments reasonably incurred by Service Provider.

15. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by recognized overnight courier, or sent by certified mail (return receipt requested) to the addresses below or to such other address as either party may prescribe by written notice to the other.

16. Amendments

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No course of conduct or failure to enforce any provision shall operate as a waiver of that provision.

17. Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach or a waiver of such provision. A waiver must be in writing and signed by the party granting the waiver.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

19. Entire Agreement

This Agreement, including all schedules and attachments hereto, 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.

20. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original business intent.

21. 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 delivered by electronic means shall be binding.

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