Professional Bundle Services Agreement

PROFESSIONAL BUNDLE SERVICES AGREEMENT

This Professional Bundle Services Agreement (the "Agreement") is entered into as of , by and between Client Name: , with principal address (\"Client\"), and Service Provider Name: , with principal address (\"Service Provider\").

RECITALS

WHEREAS, Service Provider provides bundled professional services comprising project planning, design, implementation and ongoing support as described herein; and

WHEREAS, Client desires to engage Service Provider to perform a bundle of services defined in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth; and

WHEREAS, the parties intend for this Agreement to govern the relationship, responsibilities, deliverables and payment terms associated with the professional services bundle.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be provided under this Agreement, including the deliverables described in Section 2.1. 1.2 "Deliverables" means the tangible work product to be delivered to Client as set forth in the applicable Service Bundle Description. 1.3 "Service Bundle" means the set of component services and deliverables defined in the Service Bundle Description attached or incorporated by reference in this Agreement.

2. SCOPE OF SERVICES

2.1 Services to Be Provided. Service Provider shall provide the Services described in the Service Bundle Description. The parties acknowledge that the Service Bundle includes the following categories (check applicable items and describe specifics in the Service Bundle Description field below):

Design Development Integration Ongoing Support/Maintenance

2.2 Change Orders. Any change to the scope of Services shall be made only by a written change order executed by authorized representatives of both parties, stating the change in scope, the effect on fees and schedule, and any other adjustments.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in the Fee Schedule. The initial bundle fee is USD, exclusive of applicable taxes.

4.2 Late Payments. Any past due amount shall accrue interest at the rate of per month or the maximum rate permitted by law, whichever is less.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party shall keep confidential and not disclose to any third party any non-public information disclosed by the other party that is marked or otherwise identified as confidential, including technical, business and financial information ("Confidential Information"), except as required by law.

5.2 Permitted Disclosures. Confidential Information may be disclosed to the receiving party's employees, contractors and advisors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those set forth in this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party shall retain all right, title and interest in its pre-existing intellectual property.

6.2 Deliverables. Upon full payment of all amounts due, Service Provider assigns to Client all right, title and interest in and to the Deliverables developed exclusively for Client under this Agreement, subject to any third-party materials and the license provisions below.

6.3 License to Provider Tools. Service Provider retains a non-exclusive, royalty-free right to use general ideas, skills and techniques and any pre-existing tools, templates or libraries incorporated into the Deliverables, provided such use does not disclose Client Confidential Information or Deliverables.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each party represents that it has the full right, power and authority to enter into and perform this Agreement.

7.2 Provider Warranty. Service Provider represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Service Provider will use commercially reasonable efforts to re-perform the non-conforming Services at no additional charge.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Service Provider shall indemnify and hold Client harmless from and against any third-party claims alleging that Deliverables infringe a third party's copyrights, provided Client gives prompt written notice and allows Service Provider to control the defense and settlement, subject to Client's reasonable cooperation.

8.2 Limitation of Liability. Except for liability arising from breach of confidentiality, willful misconduct or indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

9. INSURANCE

Service Provider shall maintain, at its expense, insurance coverage customary for the type of services provided, including general liability and professional liability/errors and omissions insurance in commercially reasonable amounts, and shall provide certificates of insurance upon Client's request.

10. NOTICES

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

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11.2 Waiver. The failure of either party to enforce any right shall not constitute a waiver of that right unless set forth in a written waiver signed by the waiving party.

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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement, together with any Service Bundle Description and Fee Schedule, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations.

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

13. MISCELLANEOUS

13.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship or partnership.

13.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided Service Provider remains responsible for the performance of such subcontractors.

13.3 Publicity. Neither party shall issue any press release or public statement regarding the relationship without the other party's prior written consent, except as required by law.

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