Legal PSD Form

LEGAL PSD FORM

This Professional Services and Deliverables Agreement ("Agreement") is entered into as of Month Day , Year , by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider has expertise in providing professional services and creating deliverables in the area of professional services and software design; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the deliverables, performance obligations and compensation terms be governed by the written provisions of this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be provided by Service Provider as described in Section 2 and in any written statement of work executed by the parties. "Deliverables" means the tangible or electronic items to be delivered to Client as identified in a statement of work.

2. SCOPE OF SERVICES

Service Provider shall provide the Services described in the scope below. Service Provider shall use commercially reasonable efforts, skill and care customarily exercised by providers in the same industry.

3. DELIVERABLES; ACCEPTANCE

Service Provider shall deliver Deliverables in accordance with the schedule set forth in the applicable statement of work. Client shall have an acceptance period of days from delivery to inspect and reject nonconforming deliverables. Absent timely written notice of rejection describing the nonconformity, the Deliverable shall be deemed accepted.

4. CHANGE ORDERS

Any change to the Services or Deliverables shall be documented in a written change order signed by authorized representatives of both parties. The change order shall specify the change, any adjustments to fees, schedule and any other impacted terms.

5. TERM; TERMINATION

This Agreement shall commence on the effective date set forth above and shall continue for an initial period of months, unless earlier terminated in accordance with this Section. Either party may terminate for material breach upon days' written notice if the breach remains uncured. Either party may terminate for convenience upon days' prior written notice.

6. FEES AND PAYMENT

Client shall pay Service Provider the fees set forth in the applicable statement of work. Unless otherwise agreed, Service Provider will invoice Client monthly for Services performed and reimbursable expenses incurred. Payment is due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7. TAXES AND EXPENSES

Client shall be responsible for all taxes (other than taxes based on Service Provider's net income) and for pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.

8. CONFIDENTIALITY

Each party agrees to hold confidential and not disclose to any third party Confidential Information of the other party except as required for performance of this Agreement. Confidential Information does not include information that is or becomes generally known through no fault of the receiving party or that the receiving party rightfully obtains from a third party without restriction.

9. INTELLECTUAL PROPERTY; OWNERSHIP

Except for Provider's pre-existing materials and third-party materials, all right, title and interest in Deliverables (collectively, "Work Product") created specifically for Client under this Agreement shall be assigned to Client upon full payment. Provider retains a nonexclusive, transferable, royalty-free license to use general skills, knowledge, and techniques developed in the course of performance.

10. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for a period of days following acceptance. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of intellectual property or confidentiality obligations, each party's aggregate liability to the other for any and all claims arising out of or relating to this Agreement shall not exceed the greater of (a) the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim or (b) $ .

12. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against third-party claims alleging that the Deliverables infringe a third party's United States copyrights, provided Client gives prompt notice and reasonable cooperation. Client shall indemnify Provider for claims arising from Client's misuse of the Deliverables or Client-supplied materials.

13. INSURANCE

During the term of this Agreement, Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including general liability and, if applicable, professional liability insurance in amounts customary for the industry.

14. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Provider shall be solely responsible for all payroll taxes, withholding, and benefits for Provider's personnel.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, recognized overnight courier, certified mail (return receipt requested), or electronic delivery with confirmation.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and executed statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder.

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