Contract for Professional Services Signatures

Contract for Professional Services Signatures

This Contract for Professional Services (the "Contract") is made effective as of , by and between Client Name: with primary address at , and Service Provider Name: with primary address at .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein and Service Provider represents that it has the qualifications, experience and ability to provide such services in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services and the Parties desire certainty as to scope, compensation, and allocation of risk; and

WHEREAS, the parties intend for this Contract to allocate responsibility for intellectual property, confidentiality, termination, indemnity, and other matters customarily addressed in professional services agreements.

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

1. SERVICES

1.1 Scope. Service Provider shall perform the professional services described below (the "Services") in accordance with the schedule and specifications set forth in this Contract. The Services to be performed are:

1.2 Changes. Client may request changes to the Services. Material changes to scope, schedule or fees shall be effective only upon written amendment signed by authorized representatives of both parties. Service Provider shall not be obligated to perform changed work until such amendment is executed.

2. TERM

2.1 Term. The term of this Contract shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees described below for the performance of the Services. Fees, rates, and fee adjustments are:

3.2 Expenses. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with performing the Services, provided that such expenses are pre-approved in writing when required by Client policy. Reimbursable categories include travel, materials, and third-party fees.

4. INVOICES AND PAYMENT

4.1 Invoicing. Service Provider shall submit invoices itemizing Services performed, hours, expenses, and any applicable taxes. Invoices shall be sent to the address for Notices set forth in Section 13.

4.2 Payment Terms. Client shall pay undisputed invoice amounts within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public, proprietary information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall hold Confidential Information in strict confidence and shall not disclose it to third parties except as necessary to perform this Contract.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach; (b) was known prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed. If disclosure is required by law, the receiving party shall provide prompt notice to allow the disclosing party to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All original works of authorship, deliverables and materials created by Service Provider specifically for Client in the course of performing the Services ("Work Product") shall be considered: Assigned to Client Licensed to Client (perpetual, nonexclusive)

6.2 Preexisting Materials. Service Provider retains ownership of preexisting intellectual property and tools used in performing the Services. To the extent Service Provider incorporates preexisting materials into Work Product, Service Provider grants Client a nonexclusive, royalty-free license to use such preexisting materials solely as incorporated in the Work Product.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Contract, and that the execution and performance will not violate any applicable law or contractual obligation.

7.2 Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 Indemnity by Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Service Provider's breach of its representations, negligent acts, willful misconduct, or infringement of third-party intellectual property rights attributable to the Services.

8.2 Indemnity by Client. Client shall indemnify and hold Service Provider harmless from claims arising from Client's breach, misuse of deliverables, or information provided by Client that is inaccurate or infringes third-party rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. A PARTY'S AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Contract for convenience upon days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Contract and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

10.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the termination date. Sections dealing with confidentiality, indemnification, intellectual property, limitation of liability, and payment shall survive termination.

11. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all taxes, insurance and statutory obligations related to its personnel and operations.

12. INSURANCE

Service Provider shall maintain at its expense general liability and professional liability insurance in amounts reasonable and customary for the Services. Upon request, Service Provider shall provide certificates of insurance evidencing coverage.

13. NOTICES

All notices, requests and other communications required or permitted under this Contract shall be in writing and shall be delivered to the addresses set forth below or such other address as a party designates in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment, modification or waiver of any provision of this Contract shall be effective unless made in writing and signed by authorized representatives of both parties.

14.2 Waiver. A waiver of any breach of any provision of this Contract shall not be deemed a waiver of any subsequent breach of the same or any other provision.

14.3 Counterparts. This Contract may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective to bind the parties.

15. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT

This Contract, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. SEVERABILITY

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

MISCELLANEOUS

18.1 Assignment. Neither party may assign this Contract without the prior written consent of the other, except that Client may assign for purposes of merger or sale of substantially all its assets.

18.2 Subcontracting. Service Provider may engage subcontractors to perform all or part of the Services provided that Service Provider remains responsible for the performance of the Services and compliance with the terms of this Contract.

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