Professional Agency Service Agreement

PROFESSIONAL AGENCY SERVICE AGREEMENT

This Professional Agency Service Agreement (the "Agreement") is made and entered into on this day of , by and between Agency Name: with principal place of business at (the "Agency"), and Client Name: with principal place of business at (the "Client").

RECITALS

WHEREAS, the Agency is engaged in the business of providing professional services including but not limited to: ; and

WHEREAS, the Client desires to retain the Agency to provide professional agency services as set forth in this Agreement and the Agency desires to provide such services under the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the performance of such services.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT AND SCOPE OF SERVICES

1.1 Engagement. The Client hereby engages the Agency, and the Agency accepts such engagement, to provide the services described in this Section and any attachments (the "Services"). The Services to be provided by the Agency are set forth in the Scope of Services below and may be supplemented or modified by written statement of work signed by both parties.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on day of , and shall continue until day of , unless earlier terminated in accordance with 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 such breach within thirty (30) days after receipt of written notice specifying the breach.

2.3 Effect of Termination. Upon termination, the Agency shall deliver all completed work and all work in progress to the Client and shall be entitled to payment for Services performed and reimbursable expenses incurred through the effective date of termination.

3. COMPENSATION; PAYMENT

All payments shall be due within the number of days set forth in the payment terms following the date of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. INDEPENDENT CONTRACTOR; AUTHORITY

The Agency shall perform the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, partnership, or agency for purposes of binding either party beyond the express terms of this Agreement. The Agency shall not have authority to enter into contracts or incur obligations on behalf of the Client except as expressly authorized 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 keep Confidential Information of the other party strictly confidential and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. Except as otherwise provided in this Agreement, the Agency hereby assigns and shall assign to the Client all right, title and interest in and to the deliverables and work product created specifically for the Client under this Agreement (the "Work Product") upon full payment of all amounts due for such item(s). The Agency retains ownership of its background intellectual property and tools developed independently of the Services.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The Agency represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

The Agency shall indemnify, defend and hold harmless the Client from and against any third-party claims directly arising from the Agency's breach of this Agreement, negligence, or willful misconduct. The Client shall indemnify, defend and hold harmless the Agency from and against any third-party claims directly arising from the Client's breach of this Agreement or its use of the Work Product in combination with materials not furnished by the Agency.

9. LIMITATION OF LIABILITY

Except for liability resulting from gross negligence, willful misconduct or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Agency under this Agreement in the twelve (12) months preceding the event giving rise to the claim or , whichever is greater.

10. INSURANCE

The Agency shall maintain at its expense insurance customary for the industry, including general commercial liability and professional liability coverage in amounts sufficient to cover its obligations under this Agreement. Upon request, the Agency shall provide evidence of insurance to the Client.

11. NON-SOLICITATION

During the term of this Agreement and for a period of following termination, neither party shall directly solicit for hire the other party's employees who were materially involved in the provision of Services without the prior written consent of the other party.

12. NOTICES

All notices, demands, or communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

13. MISCELLANEOUS

13.1 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 law principles.

13.2 Entire Agreement. This Agreement, together with any statements of work and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

AUTHORITY AND ACKNOWLEDGEMENT

Each person signing below represents and warrants that they are authorized to execute this Agreement on behalf of the party for whom they sign, and that by signing they bind that party to the terms and conditions set forth herein.

Sign Now