Professional Consultants Contract

PROFESSIONAL CONSULTANTS CONTRACT

This Professional Consultants Contract (the "Agreement") is entered into as of by and between Client Name: with address at , and Consultant Name: with address at .

RECITALS

WHEREAS, Consultant has experience and expertise in providing professional consulting services in the area of ; and

WHEREAS, Client desires to engage Consultant to provide consulting services under the terms and conditions set forth in this Agreement; and

WHEREAS, Consultant is willing to provide such services to Client on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

Consultant shall perform the services described in the Scope of Services (the "Services") with reasonable skill, care and in a timely manner consistent with industry standards. Consultant shall provide periodic written progress reports upon Client request and shall coordinate with Client's designated representative: .

2. TERM

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with Section 12 (Termination). Time is of the essence with respect to Consultant's delivery obligations.

3. COMPENSATION; INVOICING; PAYMENT

Consultant shall submit monthly invoices detailing Services performed and hours expended (if applicable). Client shall pay invoiced amounts within days after receipt of a proper invoice. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of taxes; Client shall be responsible for all sales, use, and other taxes applicable to payments hereunder, excluding taxes on Consultant's net income.

4. EXPENSES

Client will reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon submission of receipts. Expenses exceeding require Client's prior written consent.

5. INDEPENDENT CONTRACTOR

Consultant is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the parties. Consultant shall be solely responsible for all withholding, social security, unemployment insurance and other taxes relating to Consultant's performance hereunder.

6. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party in connection with this Agreement. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected to the full extent permitted by law.

7. INTELLECTUAL PROPERTY; WORK PRODUCT

Except as expressly set forth herein, Consultant hereby assigns to Client all right, title and interest in and to any deliverables, materials, inventions and works of authorship created specifically for Client under this Agreement (the "Work Product"), and agrees to execute all documents reasonably necessary to effectuate such assignment. Consultant retains ownership of Consultant's pre-existing tools, methodologies and know-how ("Consultant Materials"); Consultant grants Client a nonexclusive, nontransferable, royalty-free license to use Consultant Materials to the extent incorporated in Work Product. The parties shall conspicuously identify any Consultant Materials prior to delivery.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Consultant represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

Consultant shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Consultant's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Consultant for claims arising from Client's breach of law or misuse of the Work Product.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Client may terminate for convenience upon thirty (30) days' prior written notice to Consultant, in which event Client shall pay Consultant for all Services performed and pre-approved expenses incurred through the effective date of termination plus reasonable wind-down costs. Upon termination, Consultant shall deliver to Client all completed Work Product and any materials paid for by Client.

12. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below, or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. This Agreement, including all appendices and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or intellectual property provisions and agree that injunctive relief may be sought in addition to any other remedies.

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