Professional Consulting Services Agreement

PROFESSIONAL CONSULTING SERVICES AGREEMENT

This Professional Consulting Services Agreement (the "Agreement") is made effective as of by and between Client Name: (the "Client"), and Consultant Name: (the "Consultant"). Each of the Client and the Consultant may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Client desires to retain the Consultant to perform certain professional consulting services as set forth in this Agreement; and

WHEREAS, the Consultant has represented that the Consultant has the requisite skill, knowledge, personnel and resources to perform the Services described herein; and

WHEREAS, the Parties wish to set forth the terms and conditions under which the Consultant will provide such Services to the Client.

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

1. SERVICES

1.1 Scope. The Consultant shall provide the consulting services and deliverables described in the Scope of Services attached hereto or described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

1.2 Performance Standards. Consultant shall (a) furnish personnel of suitable skill, experience and qualifications; (b) use commercially reasonable efforts to meet mutually agreed schedules; and (c) comply with applicable laws and Client policies provided such policies have been furnished to Consultant in writing.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or termination as provided in Section 11. Commencement Date: . Anticipated Completion Date:

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Consultant the fees for Services as set forth below. Fee amount: $. Payment basis: .

3.2 Invoicing and Payment. Consultant shall invoice Client in accordance with the payment basis. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. EXPENSES

4.1 Reimbursable Expenses. The Client shall reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses shall be invoiced with supporting receipts and paid within the same payment period as fees.

5. INDEPENDENT CONTRACTOR; TAXES

Consultant is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship. Consultant shall be responsible for payment of all federal, state and local taxes arising from compensation paid to Consultant and shall indemnify Client for any liability for such taxes, penalties or interest.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party to the other Party either directly or indirectly, in writing, orally or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligation. The receiving Party shall (a) hold Confidential Information in confidence; (b) not disclose it to any third party except as permitted herein; and (c) only use it to perform its obligations under this Agreement. The receiving Party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential information.

6.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known by the receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Work Product. "Work Product" means all tangible and intangible results, deliverables, inventions, discoveries, designs, developments, software, documentation and works of authorship created by Consultant in connection with the Services.

7.2 Ownership. Unless the Parties agree otherwise in writing, Consultant hereby assigns to Client all right, title and interest in and to the Work Product and any intellectual property rights therein. To the extent any Work Product does not qualify for assignment, Consultant grants to Client an exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify and distribute the Work Product for Client's business purposes.

8. REPRESENTATIONS AND WARRANTIES

Consultant represents and warrants that: (a) Consultant has full power and authority to enter into this Agreement; (b) Services will be performed in a professional manner consistent with industry standards; and (c) the Work Product will not infringe or misappropriate any third party intellectual property right.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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 (including reasonable attorneys' fees) arising out of Consultant's negligence, willful misconduct or breach of Consultant's representations and warranties in this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF SECTION 6 (CONFIDENTIALITY) OR SECTION 7 (INTELLECTUAL PROPERTY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INSURANCE

Consultant shall maintain at its expense commercial general liability and professional liability insurance consistent with industry standards and in amounts sufficient to cover its obligations under this Agreement. Upon request, Consultant shall provide certificates of insurance evidencing such coverage.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon giving the other Party days' prior written notice.

12.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Consultant for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Entire Agreement shall survive termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below or to such other address as a Party may specify in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver. A waiver must be in writing to be effective.

14.3 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. Signatures delivered electronically or by facsimile shall be deemed binding.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the original intent of the Parties as closely as possible.

15.3 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral, relating to the subject matter hereof.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or a corporate reorganization.

16.2 Relationship of Parties. Each Party shall comply with all applicable laws and shall obtain and maintain all permits, licenses and approvals necessary to perform its obligations hereunder.

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