Legal Document P-1

LEGAL DOCUMENT P-1

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein, and Service Provider is willing and able to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, delivery, ownership, confidentiality and payment for the services and deliverables to be provided by Service Provider;

WHEREAS, the parties intend that certain information exchanged in connection with this Agreement shall be maintained in confidence and that all work product shall be handled in accordance with the terms below;

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

1. SERVICES

1.1 Services. Service Provider shall perform the services and deliver the deliverables described in the Scope of Services attached to or described below (collectively, the "Services"). Service Provider shall provide the Services in a professional and workmanlike manner in accordance with industry standards and the schedule set forth herein.

2. TERM

2.1 Term. The term of this Agreement 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 set forth below for the performance of the Services. Unless otherwise agreed in writing, all fees are exclusive of taxes, and Client shall be responsible for any sales, use, value added, or similar taxes imposed on the fees.

3.2 Invoices and Payment. Service Provider shall submit invoices detailing fees and expenses. Client shall pay each undisputed invoice within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. WORK PRODUCT AND INTELLECTUAL PROPERTY

4.1 Ownership. Subject to full payment of all fees due, Service Provider hereby assigns to Client all right, title and interest in and to the deliverables and work product specifically created for Client under this Agreement (the "Work Product"). Service Provider retains ownership of its pre-existing materials, tools and methodologies, including general skills, know-how and ideas (collectively, "Provider Materials"), and grants Client a nonexclusive, nontransferable license to the extent necessary for Client's use of the Work Product.

4.2 Third-Party Materials. If any Work Product incorporates third-party materials, Service Provider shall secure at its expense any required licenses, unless otherwise agreed in writing.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a 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.

5.2 Obligations. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect 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; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

5.3 Exclusions. Confidential Information does not include information that: (i) becomes publicly known through no breach; (ii) was rightfully in possession prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed.

6. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties. Service Provider is solely responsible for all payroll, tax, insurance and other obligations for its personnel.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) performance of its obligations will not violate applicable law or any agreement with a third party; and (c) it will perform its obligations in compliance with applicable laws.

8. INDEMNIFICATION

8.1 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, damages, losses and expenses (including reasonable attorney fees) arising out of or resulting from (a) Provider's negligence or willful misconduct in performing the Services, or (b) any breach of Section 4 or Section 5 by Provider.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from and against third-party claims arising from Client's use of the Work Product in violation of this Agreement or from Client-provided materials.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total amount of fees actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Enter cap amount:

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination.

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

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

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address set forth below or such other address as either party may designate by notice:

12. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties agree to cooperate and execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

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