Professional Contract Services Agreement

PROFESSIONAL CONTRACT SERVICES AGREEMENT

This Professional Contract Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Service Provider"). Client and Service Provider may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Client requires certain professional services described below and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider has the experience, qualifications and personnel necessary to perform the services and agrees to provide such services in accordance with this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms governing the provision of services, payment, ownership of work product, confidentiality, liability and other matters.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Service Provider, and Service Provider accepts such engagement, to perform the professional services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference (the "Services").

1.2 Changes. Any material change in the scope, deliverables, schedule or staffing shall be requested in writing and is subject to mutual agreement and a written change order signed by authorized representatives of both Parties.

2. TERM; TERMINATION

2.1 Term. The initial term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. In the event of termination for convenience, Client shall pay Service Provider for Services performed through the effective date of termination and any non-cancellable obligations incurred in good faith.

2.3 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.

3. FEES; PAYMENT; EXPENSES

3.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work or, if none, the following rate: per hour/day/project as specified.

3.2 Invoicing and Payment. Service Provider shall submit invoices to Client in accordance with the invoice schedule. Payment is due within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

3.3 Expenses. Client will reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon presentation of receipts or other documentation.

4. INTELLECTUAL PROPERTY; WORK PRODUCT

4.1 Ownership. Unless otherwise agreed in writing, all original works of authorship, deliverables and other materials created by Service Provider specifically for Client under this Agreement (the "Work Product") shall be the exclusive property of Client upon full payment of fees due for such Work Product. Service Provider hereby assigns to Client all right, title and interest in and to the Work Product.

4.2 Pre-existing Materials. Service Provider retains ownership of its pre-existing intellectual property, tools, methodologies and know-how. To the extent Service Provider incorporates pre-existing materials into the Work Product, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such materials solely as incorporated in the Work Product.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a 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.

5.2 Obligations. Each Party agrees not to disclose or use the other Party's Confidential Information except as necessary to perform its obligations under this Agreement. The receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

5.3 Exceptions. Confidential Information does not include information that (a) is or becomes publicly known without breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INDEPENDENT CONTRACTOR; EMPLOYEES

6.1 Independent Contractor. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its employees or contractors.

Service Provider may engage subcontractors with Client's prior written consent.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and that its performance of this Agreement will not violate applicable laws or agreements with third parties.

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 this warranty shall be re-performance of the nonconforming Services or, if Service Provider fails to re-perform, a refund of the fees paid for the nonconforming Services.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement.

8.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, in no event shall either Party be liable for special, incidental, consequential or punitive damages. Aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the prior twelve (12) months.

9. INSURANCE

Service Provider shall maintain insurance customary for the Services provided, including general liability and, if applicable, professional liability/errors and omissions coverage. Minimum limits: Commercial General Liability per occurrence; Professional Liability aggregate.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the addresses set forth below or to such other address as either Party may specify in writing.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

11.2 Waiver. No waiver of any breach or default shall be deemed to be a waiver of any subsequent breach or default.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Facsimile, electronic image or electronic signature copies shall be treated as original signatures.

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 its conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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 and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the Parties.

13. MISCELLANEOUS

13.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all assets or equity, provided the assignee assumes the assigning Party's obligations.

13.2 Remedies. The Parties agree that monetary damages may be inadequate to remedy a breach of Sections relating to Confidentiality or ownership of Work Product and that the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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