Licensed Professional Services Contract

LICENSED PROFESSIONAL SERVICES CONTRACT

This Licensed Professional Services Contract (the "Agreement") is entered into as of by and between Client Name: ("Client"), and Licensee Name: ("Licensee"). Client and Licensee each may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Licensee is duly licensed, qualified, and experienced to perform the professional services described in this Agreement and holds all licenses, registrations and permits required by applicable law; and

WHEREAS, Client desires to retain Licensee to provide such professional services on the terms and conditions set forth herein; and

WHEREAS, Licensee agrees to perform the services for Client in accordance with the terms of this Agreement and applicable professional standards.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Engagement. Client engages Licensee to perform the professional services described in this Section (the "Services"), and Licensee accepts such engagement. The Services shall include the following deliverables and tasks:

1.2 Change Orders. Any material change to the scope, schedule or deliverables shall be made only by written change order signed by both Parties. Licensee shall not be required to perform work outside the written scope without a signed change order setting forth adjusted compensation and schedule.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided in this Agreement.

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after written notice specifying the breach.

2.3 Termination for Convenience. Client may terminate this Agreement for convenience upon providing Licensee with days' written notice. In the event of termination for convenience, Licensee shall be entitled to payment for Services performed and reasonable demobilization costs incurred through the effective date of termination.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Licensee for Services in accordance with the following fee arrangement: Fee Type: ; Amount/Rate: ; Billing Frequency: .

3.2 Expenses. Client shall reimburse Licensee for reasonable, pre-approved out-of-pocket expenses directly related to the performance of Services, subject to receipts and the Parties' expense policy.

3.3 Invoicing and Payment. Licensee shall submit invoices itemizing Services and expenses. Client shall pay invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. LICENSE; QUALIFICATIONS; COMPLIANCE

4.1 Licensee represents and warrants that Licensee holds and will maintain in good standing all professional licenses, certifications and registrations required to perform the Services in the jurisdiction(s) where the Services are performed. Licensee License Number: Issuing State:

4.2 Licensee shall perform the Services in accordance with applicable professional standards, laws, codes and regulations. Licensee shall promptly notify Client of any suspension, revocation or disciplinary action affecting Licensee's ability to perform the Services.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as 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) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees, subcontractors and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known by the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Work Product Ownership. Unless otherwise agreed in writing, Licensee hereby assigns to Client all right, title and interest in and to the deliverables and work product resulting from the Services (the "Work Product"), subject to Licensee's pre-existing intellectual property, tools and methodologies.

6.2 License to Background IP. Licensee grants to Client a non-exclusive, royalty-free, worldwide license to use Licensee's background intellectual property incorporated in the Work Product solely to the extent necessary to use the Work Product for Client's internal purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any agreement with a third party.

7.2 Licensee Warranty. Licensee warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the deficient Services or, if Licensee fails to re-perform, refund of fees paid for the deficient Services.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Licensee's gross negligence, willful misconduct, or material breach of this Agreement, provided that Client gives prompt written notice and cooperates in the defense.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party be liable for consequential, incidental, punitive or special damages. The aggregate liability of each Party for claims arising under this Agreement shall not exceed the total fees paid by Client to Licensee under this Agreement during the twelve (12) months preceding the claim.

9. INSURANCE

9.1 Insurance Requirements. Licensee shall maintain insurance coverage appropriate to the Services, including professional liability (errors and omissions) with limits not less than and commercial general liability with limits not less than .

9.2 Evidence of Insurance. Upon request, Licensee shall provide certificates of insurance or other evidence reasonably acceptable to Client.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below or to such other address as a Party may designate by written notice.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

11.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. The failure to enforce any right shall not constitute a waiver of that right.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic image or facsimile shall be binding.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to conflict of laws principles.

12.2 Dispute Resolution. Except for injunctive relief or claims relating to confidentiality or intellectual property, the Parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration before a neutral arbitrator in the county or jurisdiction mutually agreed by the Parties.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the Parties' intent.

14. MISCELLANEOUS

14.1 Subcontracting. Licensee may engage subcontractors where appropriate but remains responsible for performance and compliance with this Agreement. Licensee shall ensure subcontractors are bound by obligations at least as protective as those in this Agreement.

14.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Licensee may assign to an affiliate or in connection with a sale of substantially all of its assets.

SIGNATURES

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