Professional Agency Contract

Professional Agency Contract

This Professional Agency Contract (the Agreement) is made as of Date: by and between Principal Name: with principal place of business at Principal Address: (the "Principal") and Agency Name: with principal place of business at Agency Address: (the "Agent").

RECITALS

WHEREAS, Principal is engaged in the business of providing professional services described as: ; and

WHEREAS, Principal desires to engage Agent to solicit clients, negotiate contracts, and provide specified agency services on Principal's behalf in the Territory set forth below; and

WHEREAS, Agent represents that it has the skill, experience, and resources to perform the duties required under this Agreement and is willing to accept such engagement on the terms and conditions contained herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the parties hereby agree as follows:

1. APPOINTMENT

1.1 Appointment. Principal hereby appoints Agent, and Agent accepts appointment, as Principal's non-employee agent to perform the services set forth in Section 2, subject to the terms and conditions of this Agreement. Agent shall act in the capacity of an independent contractor and not as an employee, partner or joint venturer of Principal.

2. SCOPE OF SERVICES

2.1 Obligations. Agent shall use commercially reasonable efforts to solicit and procure clients for Principal, perform negotiations on Principal's behalf when authorized in writing, and promptly report all material communications and opportunities to Principal in writing.

2.2 Territory. The Agent's authorized territory for solicitation shall be: . Principal may designate additional territories in writing.

Agent is granted exclusive rights in the Territory for the Term specified in Section 3.

3. TERM

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 11.

4. COMPENSATION

4.1 Fees. As full compensation for the services rendered under this Agreement, Principal shall pay Agent as follows: Commission Rate: on Net Receipts from transactions procured by Agent, and any fixed fees set forth in a written schedule attached hereto.

4.2 Payment Terms. Payments shall be made within days after Principal's receipt of payment from the third party. Agent shall invoice Principal with supporting documentation required by Principal's standard billing procedures.

4.3 Taxes. Agent is responsible for all taxes arising from compensation paid to Agent. Principal shall withhold taxes only as required by applicable law.

5. EXPENSES

5.1 Reimbursable Expenses. Principal agrees to reimburse reasonable out-of-pocket expenses pre-approved in writing by Principal. Reimbursement shall be made upon presentation of original receipts and within the payment period set forth in Section 4.2. Individual expense items in excess of: require prior written approval.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party disclosed in connection with this Agreement, except as authorized in writing or as required by law. "Confidential Information" includes, without limitation, pricing, trade secrets, business plans, customer lists, and technical information.

6.2 Return of Materials. Upon termination of this Agreement, each party shall promptly return or destroy Confidential Information of the other party and certify in writing that it has done so.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Principal retains all right, title and interest in and to Principal's intellectual property. Agent shall not acquire any ownership rights in Principal's intellectual property by virtue of this Agreement. Agent is granted a limited, nonexclusive license to use Principal's trademarks and marketing materials solely to perform under this Agreement.

7.2 Developed Materials. To the extent any materials are created by Agent specifically for Principal pursuant to this Agreement, such works shall be considered "works made for hire" and ownership shall vest in Principal; Agent hereby assigns all rights necessary to effectuate such ownership.

8. NON-SOLICITATION

During the Term and for a period of following termination, Agent shall not directly solicit or induce any client of Principal with whom Agent had material contact during the Term to terminate or reduce business with Principal.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that its execution will not breach any other agreement, and that the person signing on its behalf is authorized to bind such party.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the Indemnitor's breach of this Agreement, willful misconduct, or gross negligence.

10.2 Limitation of Liability. Except for liability arising from a party's willful misconduct, fraud, or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate liability shall be limited to amounts actually paid under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Agent shall cease representing itself as Agent of Principal, return all Confidential Information and materials of Principal, and Principal shall pay Agent all undisputed compensation earned up to the effective date of termination.

12. NOTICES

All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflicts of laws principles.

14.2 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

15. MISCELLANEOUS

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

15.2 Relationship of Parties. The relationship of the parties is that of independent contractor; nothing in this Agreement shall be construed to create an employment, agency (except as specifically set forth herein), partnership or joint venture relationship beyond the limited agency appointment described in Section 1.

SIGNATURES

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