Professional Client Services Agreement

PROFESSIONAL CLIENT SERVICES AGREEMENT

This Professional Client Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional services described herein and Provider represents that it has the expertise, personnel and resources to provide such services;

WHEREAS, Provider is willing to provide the services to Client pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the relationship created by this Agreement.

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

1. SERVICES

Provider shall perform the professional services set forth in the Scope of Services attached hereto or described below (the "Services"). Provider shall use commercially reasonable efforts, in a timely and professional manner, consistent with industry standards, to perform the Services.

2. TERM

The term of this Agreement shall commence on the Effective Date specified above and shall continue until unless earlier terminated in accordance with Section 12. The parties may extend the term by mutual written agreement.

3. DELIVERABLES AND SCHEDULE

Provider shall deliver the deliverables and meet the milestones as described below. Time is of the essence only where expressly stated in an applicable statement of work.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated. Provider shall invoice Client in accordance with the invoice schedule and Client shall pay all undisputed amounts within days of receipt of invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law on unpaid balances from the due date until paid.

5. EXPENSES

Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the performance of the Services. Provider shall provide documentation for all reimbursable expenses upon request.

6. CONFIDENTIALITY

Each party agrees to hold confidential all information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the other party's Confidential Information.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider hereby assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment of fees due for such deliverables. Provider retains ownership of Provider's pre-existing materials and methodologies and grants Client a nonexclusive, perpetual license to any Provider retained materials embedded in the deliverables solely to the extent necessary for Client's use of the deliverables.

8. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be solely responsible for payment of all taxes and benefits for Provider's employees and contractors and shall maintain all permits and licenses necessary to perform the Services.

9. WARRANTIES; DISCLAIMER

Provider represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense and settlement thereof, provided that the indemnifying party may not settle any claim that adversely affects the indemnified party's rights without its prior written consent.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. TERMINATION

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

13. INSURANCE

Provider shall maintain insurance coverage appropriate for the Services to be performed, including commercial general liability and professional liability (errors and omissions) insurance, with limits customary in the industry. Provider shall provide certificates of insurance upon Client's request.

14. NOTICES

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

15. AMENDMENTS; WAIVER

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

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and statements of work referenced herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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