Professional Client Service Agreement

Professional Client Service Agreement

This Professional Client Service Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: , Entity Type: Corporation LLC Individual, with principal place of business at ("Service Provider"), and Client Name: , with principal place of business at ("Client"). Service Provider and Client may be referred to individually as a Party and collectively as the Parties.

RECITALS

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

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

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

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall provide the professional services and deliverables described in the Scope of Services attached hereto or described below (collectively, the Services). Scope of Services (if additional detail required, attach as Exhibit A):

1.2 Changes. Any material change in the scope, schedule, or deliverables must be approved in writing by both Parties in accordance with the Amendments section of this Agreement.

2. TERM

2.1 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 (Termination).

2.2 Renewal. This Agreement may be renewed or extended only by written agreement signed by authorized representatives of both Parties.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below or in an attached fee schedule. Fee structure (select one): Fixed Fee Hourly Rate

Fee Details

3.2 Invoicing and Payment Terms. Service Provider shall invoice Client as follows: . Unless otherwise agreed in writing, Client shall pay invoiced amounts within Payment Days: days of receipt. Late payments shall accrue interest at Late Rate: .

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with the performance of Services. Preapproval required? Yes No

4.2 Expense Documentation. Service Provider shall submit receipts and reasonably detailed documentation for all reimbursable expenses. Reimbursements shall be payable within Payment Days: days of receipt of documentation.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic 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. The receiving Party shall (a) not disclose Confidential Information except to its employees, contractors or advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5.3 Duration. Confidentiality obligations shall continue for Confidentiality Period (years): years after termination of this Agreement, except with respect to trade secrets, for which protection shall continue as long as such information qualifies as a trade secret under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to its preexisting intellectual property and materials developed independently of this Agreement.

6.2 Work Product. Except as otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to work product, deliverables, and inventions that are created specifically for Client under this Agreement and that would otherwise be owned by Service Provider. If any assignment is ineffective to vest ownership in Client, Service Provider grants Client a perpetual, worldwide, royalty-free, exclusive license to use, reproduce, modify and distribute such work product for Client's business purposes.

6.3 Third-Party Materials. Service Provider shall identify any third-party materials included in deliverables and shall obtain and maintain any necessary licenses; Client shall not be required to pay additional license fees except as authorized in writing.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the nonconforming Services at Service Provider's expense or, if Service Provider cannot cure within a commercially reasonable time, refund of the fees paid for the nonconforming Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Service Provider's negligent acts, willful misconduct or breach of Section 6 (Intellectual Property).

8.2 By Client. Client shall indemnify, defend and hold harmless Service Provider from and against losses arising from Client's negligence, willful misconduct, or Client's breach of this Agreement, including claims concerning Client-provided materials or instructions.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

9.2 Cap on Liability. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED Liability Cap Amount: OR, IF GREATER, THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

10. INSURANCE

10.1 Insurance Requirements. Service Provider shall maintain at its expense insurance coverage customary for its industry, including commercial general liability and professional liability/errors and omissions insurance in commercially reasonable limits. Insurance details:

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than Termination Notice Days: days prior to the effective date of termination. Client shall pay for Services performed and reimbursable expenses incurred through the effective date of termination.

11.2 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 Cure Period Days: days after receiving written notice specifying the breach.

12. NOTICES

12.1 Method and Addresses. All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may specify in writing. Notices shall be sent by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

Service Provider Notice Address

Client Notice Address

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

13.2 Waiver. The waiver by either Party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Signatures transmitted by electronic means shall be effective to bind the Parties.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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 laws principles.

14.2 Entire Agreement. This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

15. MISCELLANEOUS PROVISIONS

15.1 Relationship of the Parties. Service Provider is an independent contractor and nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the Parties.

15.2 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, or sale of substantially all of its assets.

15.3 Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, acts of government, labor disturbances, or interruptions in telecommunications or internet services, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

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